0001104659-07-075700.txt : 20071019 0001104659-07-075700.hdr.sgml : 20071019 20071018192856 ACCESSION NUMBER: 0001104659-07-075700 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20071019 DATE AS OF CHANGE: 20071018 GROUP MEMBERS: BLAKE L. SARTINI GROUP MEMBERS: DELISE F. SARTINI GROUP MEMBERS: FERTITTA COLONY PARTNERS LLC GROUP MEMBERS: FERTITTA PARTNERS LLC GROUP MEMBERS: LORENZO J. FERTITTA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STATION CASINOS INC CENTRAL INDEX KEY: 0000898660 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880136443 STATE OF INCORPORATION: NV FISCAL YEAR END: 0714 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48915 FILM NUMBER: 071179772 BUSINESS ADDRESS: STREET 1: 2411 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: P.O. BOX 295000 CITY: LAS VEGAS STATE: NV ZIP: 89126 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FERTITTA FRANK J III CENTRAL INDEX KEY: 0000941343 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: 2411 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 SC 13D/A 1 a07-26971_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2, 31, 32 and 33)*

STATION CASINOS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

857689103

(CUSIP Number)

Frank J. Fertitta III

Chief Executive Officer

STATION CASINOS, INC.

2411 West Sahara Ave,

Las Vegas, Nevada 89102

(702) 367-2411

with a copy to:

Kenneth J. Baronsky, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 S. Figueroa Street, 30th Floor

Los Angeles, California 90017

(213) 892-4000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

October 18, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Frank J. Fertitta, III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,720,016

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 5,720,016

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Lorenzo J. Fertitta

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 5,735,518

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 5,735,518

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Blake L. Sartini

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 41,863

			8.	Shared Voting Power 3,842,094

			9.	Sole Dispositive Power 41,863

			10.	Shared Dispositive Power 3,842,094

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Delise F. Sartini

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 2,464

			8.	Shared Voting Power 3,842,094

			9.	Sole Dispositive Power 2,464

			10.	Shared Dispositive Power 3,842,094

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fertitta Colony Partners LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 15,341,955

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 857689103

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Fertitta Partners LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 15,341,955

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,341,955

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 27.4%

	14.	Type of Reporting Person (See Instructions) OO

EXPLANATORY NOTES: This amendment to Schedule 13D (this “Schedule 13D”), among other things, amends and supplements (1) the Schedule 13D originally filed by Frank J. Fertitta III (“Mr. Frank Fertitta”) on June 10, 1993, and all amendments thereto (the “Frank Fertitta Schedule 13D”), (2) the Schedule 13D originally filed by Lorenzo J. Fertitta (“Mr. Lorenzo Fertitta”) on June 10, 1993, and all amendments thereto (the “Lorenzo Fertitta Schedule 13D”), (3) each of the Schedules 13D originally filed by Blake L. Sartini (“Mr. Sartini”) and Delise F. Sartini (“Mrs. Sartini”) on June 10, 1993, and all amendments thereto (collectively, the “Sartini Schedules 13D”), (4) the Schedule 13D originally filed by Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”) on February 23, 2007 (the “FCP Schedule 13D”) and (5) the Schedule 13D originally filed by Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners”) on October 18, 2007 (the “Fertitta Partners Schedule 13D”). Each of Mr. Frank Fertitta, Mr. Lorenzo Fertitta, Mr. and Mrs. Sartini, FCP and Fertitta Partners is a Reporting Person hereunder (together, the “Reporting Persons”). Except as provided herein, this Schedule 13D does not modify any of the information previously reported on the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Sartini Schedules 13D, the FCP Schedule 13D, the Fertitta Partners Schedule 13D or any amendment thereto. Capitalized terms used but not defined in this Schedule 13D shall have the meanings ascribed thereto in the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Sartini Schedules 13D, the FCP Schedule 13D or the Fertitta Partners 13D.

Item 1.	Security and Issuer

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented as follows: FCP entered into a Third Amended and Restated Financing Commitment Letter with Deutsche Bank Trust Company Americas, Deutsche Bank Securities, Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. (the “Revolver Debt Commitment Letter”) and FCP and Fertitta Partners entered into a Third Amended and Restated (CMBS) Financing Commitment Letter with Deutsche Bank AG, New York Branch, German American Capital Corporation and JPMorgan Chase Bank, N.A. (the “CMBS Debt Commitment Letter”), dated as of October 15, 2007 (the “Revolver Debt Commitment Letter” together with the “CMBS Debt Commitment Letter,” the “Debt Commitment Letters”). The Debt Commitment Letters are attached hereto as Exhibits 7.24 and 7.25 and incorporated by reference in their entirety into this Item 3. The information set forth in this Item 3 shall be deemed to supplement Item 3 of each of the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Sartini Schedules 13D, the FCP Schedule 13D and the Fertitta Partners Schedule 13D.

Item 4.	Purpose of Transaction
Item 4 is hereby supplemented as follows: As previously disclosed, on February 23, 2007, FCP, FCP Acquisition Sub, a Nevada corporation and a wholly-owned subsidiary of FCP (“Merger Sub”), and the Issuer entered into an Agreement and Plan of Merger, dated as of February 23, 2007, as amended by the Amendment to Agreement and Plan of Merger, dated as of May 4, 2007 (the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Issuer and as a result the Issuer will continue as the surviving corporation (the “Surviving Corporation”). Among other things, the merger will result in a change in the present board of directors of the Issuer (the “Board”) and a change in the Issuer’s charter and bylaws following the consummation of the transactions contemplated by the Merger Agreement (the “Transactions”). Pursuant to an Equityholders Agreement of the Issuer, FCP and Fertitta Partners (the “Equityholders Agreement”) to be entered into by the Reporting Persons, among others, upon the closing of the Transactions, the Surviving Corporation’s Board will consist of up to five directors, to be appointed by Mr. Frank Fertitta, Mr. Lorenzo Fertitta and Thomas J. Barrack, Jr., his successor or the designee of such successor. In addition, Lee S. Isgur, Lowell H. Lebermann, Jr., Robert E. Lewis and Dr. James E. Nave, D.V.M., who comprise all of the independent directors of the Board, will resign as Board members at the closing of the Transactions. Following the closing of the Transactions, Mr. Frank Fertitta and Mr. Lorenzo Fertitta will remain directors of the Issuer and Thomas J. Barrack, Jr. shall be appointed as a director of the Surviving Corporation in accordance with the Equityholders Agreement, such that the Board of the Surviving Corporation shall consist initially of Mr. Frank Fertitta, Mr. Lorenzo Fertitta and Thomas J. Barrack, Jr. This summary of the Equityholders Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Equityholders Agreement which is attached hereto as Exhibit 7.26 and incorporated by reference in its entirety into this Item 4.

Furthermore, in accordance with the Merger Agreement, upon the closing of the Transactions, the charter and bylaws of Merger Sub, which will be amended and restated immediately prior to the closing of the Transactions, will become the Articles of Organization and Bylaws of the Surviving Corporation. Forms of the Amended and Restated Articles of Organization and the Amended and Restated Bylaws of Merger Sub to be in effect immediately prior to the closing of the Transactions are attached hereto as Exhibits 7.27 and 7.28 and incorporated by reference in their entirety into this Item 4. The information set forth in this Item 4 shall be deemed to supplement Item 4 of each of the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Sartini Schedules 13D, the FCP Schedule 13D and the Fertitta Partners Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a) and (b) The respective percentages set forth below are based on 56,036,298 shares of Station Common Stock outstanding as of September 30, 2007. Mr. Frank Fertitta has direct beneficial ownership of 5,720,016 shares of Station Common Stock representing approximately 10.2% of the outstanding Station Common Stock. Mr. Lorenzo Fertitta has direct beneficial ownership of 5,735,518 shares of Station Common Stock representing approximately 10.2% of the outstanding Station Common Stock. Mr. Sartini has direct beneficial ownership of 3,883,957 shares of Station Common Stock representing approximately 6.9% of the outstanding Station Common Stock. Mrs. Sartini has direct beneficial ownership of 3,844,558 shares of Station Common Stock representing approximately 6.9% of the outstanding Station Common Stock. By virtue of the Voting Agreement described in Item 4 above, FCP may be deemed to beneficially own an aggregate of 15,341,955 shares of Station Common Stock representing approximately 27.4% of the outstanding Station Common Stock. The Cover Pages of this Schedule 13D are incorporated herein by reference. By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). As a member of a group, each Reporting Person may be deemed to beneficially own the Station Common Stock beneficially owned by the members of the group as a whole. As of October 18, 2007, the Reporting Persons beneficially owned in the aggregate 15,341,955 shares of Station Common Stock, which represents approximately 27.4% of the outstanding Station Common Stock. In addition, as a result of the transaction described in Item 4 above, the Reporting Persons and affiliates of FC Investor may be deemed to constitute a “group” within the meaning of Section 13(d)-5(b) of the Exchange Act. The Reporting Persons disclaim beneficial ownership of any Station Common Stock that may be owned by FC Investor or its affiliates. (c) Except as set forth herein, none of the Reporting Persons has effected any transactions in Station Common Stock in the past 60 days. (d) Not applicable. (e) Not applicable. This Item 5 shall be deemed to amend and restate Item 5 of each of the Frank Fertitta Schedule 13D, the Lorenzo Fertitta Schedule 13D, the Sartini Schedules 13D, the FCP Schedule 13D and the Fertitta Partners Schedule 13D in its entirety.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Items 3 and 4 of this Schedule 13D are incorporated herein by reference in their entirety into this Item 6.

Item 7.	Material to Be Filed as Exhibits
Exhibit 7.01		Joint Filing Agreement by and among Mr. Frank Fertitta, Mr. Lorenzo J. Fertitta, Mr. and Mrs. Sartini, FCP and Fertitta Partners, dated as of October 18, 2007.
Exhibit 7.24		Third Amended and Restated Financing Commitment Letter, dated October 15, 2007, from Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A. to FCP.
Exhibit 7.25		Third Amended and Restated (CMBS) Financing Commitment Letter, dated October 15, 2007, from Deutsche Bank AG, New York Branch, German American Capital Corporation and JPMorgan Chase Bank, N.A. to FCP and Fertitta Partners.
Exhibit 7.26		Form of Equityholders Agreement of Station, FCP and Fertitta Partners.
Exhibit 7.27		Form of Amended and Restated Articles of Organization of Merger Sub.
Exhibit 7.28		Form of Amended and Restated Bylaws of Merger Sub.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	By:	/s/ Blake L. Sartini
		Name: Blake L. Sartini

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	By:	/s/ Delise F. Sartini
		Name: Delise F. Sartini

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	FERTITTA COLONY PARTNERS LLC

	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III
		Title: Authorized Member

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 18, 2007

	FERTITTA PARTNERS LLC

	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III
		Title: Authorized Member

EX-7.01 2 a07-26971_1ex7d01.htm EX-7.01

Exhibit 7.01

JOINT FILING AGREEMENT

This Agreement is made this 18th day of October, 2007, by and among each of the undersigned.

WHEREAS, each of the undersigned is required to file an amendment to Schedule 13D with respect to ownership of securities in Station Casinos, Inc.;

NOW, THEREFORE, the undersigned agree to file only one amendment to Schedule 13D reflecting their combined beneficial ownership of securities in Station Casinos, Inc., and each of the undersigned hereby designates and appoints the other as his attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any further amendments to such Schedule 13D.

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.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III


	By:	/s/ Lorenzo J. Fertitta
		Name: Lorenzo J. Fertitta


	By:	/s/ Blake L. Sartini
		Name: Blake L. Sartini


	By:	/s/ Delise F. Sartini
		Name: Delise F. Sartini


	FERTITTA COLONY PARTNERS LLC


	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III
		Title: Authorized Member


	FERTITTA PARTNERS LLC


	By:	/s/ Frank J. Fertitta, III
		Name: Frank J. Fertitta, III
		Title: Authorized Member

EX-7.24 3 a07-26971_1ex7d24.htm EX-7.24

Exhibit 7.24

DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005	J.P. MORGAN SECURITIES INC. 270 Park Avenue New York, New York 10017


DEUTSCHE BANK TRUST COMPANY AMERICAS 60 Wall Street New York, New York 10005	JPMORGAN CHASE BANK, N.A. 270 Park Avenue New York, New York 10017

October 15, 2007

Fertitta Colony Partners LLC
2960 West Sahara Avenue
Las Vegas, NV 89102

Re: Acquisition Financing – Third Amended and Restated Financing Commitment Letter

Ladies and Gentlemen:

You have informed Deutsche Bank Securities Inc. (“DBSI”), Deutsche Bank Trust Company Americas (“DBTCA”), J.P. Morgan Securities Inc. (“JPMorgan”) and JPMorgan Chase Bank, N.A. (“JPMCB”, and together with DBSI, DBTCA and JPMorgan, the “Commitment Parties”) that one or more affiliates of Colony Capital, LLC (collectively, “Colony”), Mr. Frank J. Fertitta III and his personal investment vehicles (collectively, “Frank Fertitta”) and Mr. Lorenzo J. Fertitta and his personal investment vehicles (collectively, “Lorenzo Fertitta” and together with Colony and Frank Fertitta, the “Principal Investors”), together with other co-investors that are reasonably acceptable to the Commitment Parties prior to the Closing Date (defined below) and their respective affiliates (collectively, the “Sponsors”) and other members of the management team of Station Casinos, Inc. (the “Target” or “Borrower”) and other persons reasonably acceptable to the Commitment Parties (collectively, the “Management Investors” and, together with the Sponsors, the “Equity Investors”) have caused the formation of Fertitta Colony Partners LLC, a newly formed limited liability company (“Sponsor LLC”). Sponsor LLC will be the parent of a new Nevada corporation (“Sponsor Holdco”) which would (i) acquire, through a newly formed Nevada corporation wholly-owned by Sponsor Holdco (“Sponsor Merger Sub”), approximately 75% of the non-voting common stock of the Target, by way of a merger of Sponsor Merger Sub with and into the Target (the “Acquisition” or the “Merger”) and (ii) concurrently with the consummation of the Acquisition, refinance (the “Refinancing”) the existing senior secured revolving credit facility of the Target and its subsidiaries, provided that Sponsor LLC may instead own Merger Sub directly (rather than indirectly through Sponsor Holdco). In connection with the Merger, Frank Fertitta, Lorenzo Fertitta, Blake and Delise Sartini and the Management Investors will cause the formation of Fertitta Partners LLC (“Fertitta Partners”), a newly formed Nevada limited liability company to which Frank Fertitta, Lorenzo Fertitta and Blake and Delise Sartini will contribute a portion of the shares of common stock of Target held by such parties. Following the consummation of the Merger, Fertitta Partners will own approximately 25% of the non-voting common stock of the Target. Immediately following the consummation of the Merger, FCP VoteCo, LLC, a newly formed Nevada limited liability company that will be owned by Frank Fertitta, Lorenzo Fertitta and Thomas J. Barrack, Jr. (“FCP VoteCo”), will purchase for nominal consideration shares of voting common stock of the Target which will have limited economic rights.

In order to effect the Acquisition, the Refinancing, to pay all fees and expenses incurred in connection with the Transaction (as defined below) and to provide for the working capital needs and general corporate requirements of the Borrower and its subsidiaries after giving effect to the Acquisition, you have advised us that you intend to implement the following transactions: (i) the contribution of equity to Sponsor Holdco and Fertitta Partners by the Equity Investors in an aggregate amount equal to at least 32.5% of the consideration payable under the Acquisition Agreement defined below (a portion of which in an amount to be agreed may be in the form of rollover equity provided by Frank Fertitta, Lorenzo Fertitta and certain other Sponsors and/or Management Investors) (the “Equity Financing”) or such additional amount as the Equity Investors shall elect to contribute in their sole discretion, (ii) the procurement by the Borrower of senior secured revolving credit facilities in the aggregate amount of $650.0 million (the “Revolving Credit Facility”), (iii) the procurement by the Borrower of senior secured term loans in an aggregate amount of $250.0 million (the “Term Loan Facility”; and, together with the Revolving Credit Facility, the “Senior Secured Credit Facilities”), (iv) the procurement by a subsidiary of Sponsor Holdco of a first lien mortgage loan and mezzanine financing in the aggregate amount of $2,475.0 million (collectively, the “CMBS Loan”) and (v) the procurement by certain subsidiaries of Borrower of real estate-backed delayed draw term loans in the aggregate amount of $250.0 million (collectively, the “Land Loan”).

The transactions described in clauses (i) through (v) above, as more fully described in the Term Sheet (as defined below), are collectively referred to herein as the “Financing Transactions.” The Financing Transactions, the Refinancing and the Acquisition are collectively referred to herein as the “Transaction.” All funds required to finance the Acquisition and Refinancing, and to pay all fees and expenses incurred in connection with the Transaction, shall be provided pursuant to the Financing Transactions.

A summary of the principal terms and the conditions of the Senior Secured Credit Facilities is set forth in Exhibit A attached hereto (the “Term Sheet”). A summary of the conditions precedent to the Senior Secured Credit Facilities is set forth in Exhibit B attached hereto.

Each of DBTCA and JPMCB is pleased to confirm that, subject to the terms and conditions set forth herein and in the Term Sheets, it hereby severally commits to provide 62.5% and 37.5%, respectively, of the Senior Secured Credit Facilities. It is agreed that (i) DBTCA will act as sole Administrative Agent (in such capacity, the “Administrative Agent”) for a syndicate of banks, financial institutions and other institutional lenders reasonably satisfactory to you who will participate in each of the Senior Secured Credit Facilities (together with DBSI, JPMorgan and JPMCB, the “Senior Secured Lenders”), (ii) DBSI and JPMorgan will act as joint Lead Arrangers and joint Book Running Managers (with DBSI “on the left”) for the Senior Secured Credit Facilities (in such capacities, the “Joint Lead Arrangers”) and (iii) JPMCB will act as syndication agent for the Senior Secured Credit Facilities (in such capacity, the “Syndication Agent”). Each of DBTCA, DBSI, JPMorgan and JPMCB in such capacity will perform the duties customarily performed by it in such roles. You agree that, as a condition to the commitments set forth herein, no other agents, co-agents or arrangers will be appointed, no other titles will be awarded and no compensation (other than that expressly contemplated by the Term Sheet and the Fee Letter referred to below) will be paid in connection with the Senior Secured Credit Facilities unless you and we shall so agree.

Each of DBTCA and JPMCB reserves the right to syndicate all or part of its commitment hereunder to one or more other Senior Secured Lenders that will become party to the definitive credit documentation for the Senior Secured Credit Facilities pursuant to a syndication to be managed by DBSI in consultation with JPMorgan and you. All aspects of the syndication of the Senior Secured Credit Facilities, including, without limitation, timing, potential syndicate members to be approached, titles,

allocations and division of fees, shall be managed by DBSI in consultation with JPMorgan and you. For further clarification, DBSI will manage the physical books for the Senior Secured Credit Facilities, including all of the responsibilities typical of such role (including determining the allocation of commitments among the Senior Secured Lenders and the amount and distribution of fees among the Senior Secured Lenders). You agree to actively assist the Joint Lead Arranger in such syndication, including by (i) using your commercially reasonable efforts to ensure that the Joint Lead Arrangers’ syndication efforts benefit from your existing lending relationships and (ii) providing the Joint Lead Arrangers and the Senior Secured Lenders, promptly upon request, with all information that is available to you and that is reasonably deemed necessary by the Joint Lead Arrangers to complete successfully the syndication, including, but not limited to, (a) assistance in the preparation of a confidential information memorandum for delivery to potential syndicate members and participants and (b) delivery of projections and other information prepared by you or your affiliates or advisors for delivery to lender(s) in respect of the transactions described herein. You agree to prepare or assist in the preparation of a version of the information memorandum and presentation consisting exclusively of information and documentation that is either publicly available or not material. You also agree to make available your representatives, and to cause the officers and representatives of the Sponsors and the senior officers and representatives of Sponsor Holdco, the Borrower and their respective subsidiaries to be available, in each case from time to time on reasonable notice, and to attend and make presentations regarding the business and prospects of Sponsor Holdco, the Borrower and their respective subsidiaries to ratings agencies identified by the Joint Lead Arrangers and at a meeting or meetings of Senior Secured Lenders or prospective Senior Secured Lenders at such times and places as the Joint Lead Arrangers may reasonably request. The provisions of the preceding two sentences shall remain in full force and effect until the earlier of (i) 60 days after the delivery of a confidential information memorandum with respect to the Senior Secured Credit Facilities to DBSI for syndication and (ii) completion of the successful syndication of the Senior Secured Credit Facilities. For purposes of this paragraph, a “successful syndication” shall mean that the Commitment Parties, collectively, hold no more than $175,000,000 of the commitments under the Senior Secured Credit Facilities. Furthermore, you agree to use your best commercial efforts to obtain ratings for each of the Senior Secured Credit Facilities (which may be of any level) from Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investor’s Services, Inc. (“Moody’s”); provided that obtaining a rating shall not be a condition to close the Senior Secured Credit Facilities. Notwithstanding the Joint Lead Arrangers’ rights to syndicate the Senior Secured Credit Facilities and receive commitments with respect thereto, the Commitment Parties may not assign all or any portion of their respective commitments hereunder prior to the initial funding under the Senior Secured Credit Facilities on the Closing Date. It is agreed that, notwithstanding the foregoing, DBSI’s and JPMorgan’s respective obligations to fund the commitments hereunder on the Closing Date are not subject to the syndication of the Senior Secured Credit Facilities.

You represent and warrant that, to the best of your knowledge, (i) no written information which has been or is hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby and (ii) no other information given at information meetings for potential syndicate members and supplied or approved by you or on your behalf (such written information and other information being referred to herein collectively as the “Information”) taken as a whole contains (or, in the case of Information furnished after the date hereof, will contain), any untrue statement of material fact or omitted (or will omit) to state any material fact necessary to make the statements therein taken as a whole not misleading, in the light of the circumstances under which they were (or hereafter are) made; provided that, with respect to Information consisting of statements, estimates and projections regarding the future performance of Sponsor Holdco, Fertitta Partners, the Borrower and their respective subsidiaries (collectively, the “Projections”), no representation or warranty is made other than that the Projections have been (and, in the case of Projections furnished after the date hereof, will be) prepared in good faith based on assumptions believed to be reasonable at the time of preparation thereof (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control and that no assurance can be given that such Projections will be realized). You

agree to supplement the Information and the Projections from time to time until the date of the initial borrowing under the Senior Secured Credit Facilities to the extent necessary to cause the representations and warranties in the preceding sentence to remain correct. You understand that, in syndicating the Senior Secured Credit Facilities, the Joint Lead Arrangers will use and rely primarily on the Information and the Projections without independent verification thereof. You agree that unless it is specifically labeled “Private – Contains Non-Public Information” by you when delivered to us, no information, documentation or other data delivered by you to us for use with prospective Senior Secured Lenders in connection with the syndication of the Senior Secured Credit Facilities, whether through an internet site (including, without limitation, an IntraLinks workspace), electronically, in presentations at bank meetings or otherwise, will contain any material non-public information.

The Commitment Parties’ commitments and agreements hereunder are subject solely to the conditions set forth in the Term Sheet. Notwithstanding anything in this Commitment Letter (as defined below), the Fee Letter (as defined below), the definitive credit documentation for the Senior Secured Credit Facilities or any other letter agreement or other undertaking concerning the Transaction to the contrary, the only representations relating to the Borrower, its subsidiaries and their businesses the making of which shall be a condition to the closing of the Senior Secured Credit Facilities on the Closing Date shall be (A) such of the representations made by the Target in the Acquisition Agreement as are material to the interests of the Senior Secured Lenders, but only to the extent that you would, but for the application of clause (z) in the lead-in to Article IV of the Acquisition Agreement, have the right to terminate your obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”), and (B) the Specified Representations (as defined below). In addition, the terms of the definitive credit documentation for the Senior Secured Credit Facilities shall be in a form such that they do not impair availability of the Senior Secured Credit Facilities on the Closing Date if the conditions set forth herein and in the Term Sheet are satisfied; provided, however, that with respect to any collateral the security interest in which may not be perfected by filing of a UCC financing statement, recordation of a mortgage (or deed of trust) or delivery to Administrative Agent (or, if delivery to Administrative Agent cannot be made on or prior to the Closing Date because gaming approval of the relevant pledge has not yet been obtained, delivery into escrow) of a physical stock certificate (or other equity interest certificate), if the perfection of the Administrative Agent’s security interest in such collateral may not be accomplished prior to the Closing Date without undue delay, burden or expense, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings under the Senior Secured Credit Facilities if the Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such other actions as may be required to perfect such security interests, within 90 days after the Closing Date (or within 180 days after the Closing Date in respect of delivery of stock certificates (or other equity interest certificates) that requires gaming approval). You agree to use your reasonable efforts to procure, in respect of each mortgage (or deed of trust) a lenders title insurance policy in form and substance reasonably satisfactory to the Joint Lead Arrangers on or prior to the Closing Date, but the procurement of such title insurance shall not be a condition to the Closing Date. “Specified Representations” means the representations of the Borrower and the Guarantors (as defined in the Term Sheet) set forth in the Term Sheets and relating to corporate power and authority to enter into the documentation relating to the Senior Secured Credit Facilities, due authorization, execution, delivery and enforceability of such documentation, such documentation not conflicting with or creating a breach or default under charter documents, law or material contracts (it being understood that the non-contravention representation shall not be qualified as set forth in the disclosures to Section 4.4 of the Acquisition Agreement but may be subject to customary qualifications), Federal Reserve margin regulations, the Investment Company Act and, subject to the preceding sentence, the perfection and priority of the security interests granted in the proposed collateral.

As consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to cause to be paid the nonrefundable fees described in the Amended and Restated Fee Letter dated October 8, 2007 (the “Fee Letter”). To further induce the Commitment Parties to issue this letter (together with the Term Sheet, this “Commitment Letter”) and to proceed with the documentation of the proposed Senior Secured Credit Facilities, you hereby agree to reimburse the Commitment Parties and their affiliates on the earlier to occur of the Closing Date and the date on which this Commitment Letter terminates pursuant to the last paragraph hereof for all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable legal fees and expenses of counsel to DBSI and DBTCA, appraisal, consulting and audit fees, and printing, reproduction, document delivery, travel, communication and publicity costs) incurred in connection with the syndication and execution of the Senior Secured Credit Facilities, and the preparation, review, negotiation, execution and delivery of this Commitment Letter, the Fee Letter, the Existing Commitment Documents (defined below), the financing documentation related to the Senior Secured Credit Facilities and the administration, amendment, modification or waiver thereof (or any proposed amendment, modification or waiver), whether or not the Closing Date occurs or any financing documentation related to the Senior Secured Credit Facilities is executed and delivered or any extensions of credit are made under the Senior Secured Credit Facilities. You further agree to indemnify and hold harmless each Commitment Party, and each other agent or co-agent (if any) with respect to the Senior Secured Credit Facilities (including the Administrative Agent and the Joint Lead Arrangers), each Senior Secured Lender (including in any event DBSI, DBTCA, JPMorgan and JPMCB) and their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “indemnified person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever which may be incurred by or asserted against or involve any Commitment Party, any Senior Secured Lender or any other such indemnified person as a result of or arising out of or in any way related to or resulting from the Transaction, this Commitment Letter or the Existing Bank Commitment Letter (defined below) and, upon demand, to pay and reimburse each indemnified person for any reasonable legal or other out-of-pocket expenses paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not such indemnified person is a party to any action or proceeding out of which any such expenses arise); provided, however, that you shall not have to indemnify any indemnified person or any person to whom liabilities for the actions of such indemnified person are imputed under applicable employment law or agency law against any loss, claim, damage, expense or liability to the extent same resulted from the gross negligence or willful misconduct of such indemnified person (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither any Commitment Party nor any other indemnified person shall be responsible or liable to you or any other person or entity for (x) any determination made by it pursuant to this Commitment Letter in the absence of gross negligence or willful misconduct on the part of such person or entity (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems or (z) any indirect, special, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) which may be alleged as a result of this Commitment Letter, the Existing Bank Commitment Letter or the financing contemplated hereby.

Each Commitment Party (including in its capacities as an agent or arranger hereunder) reserves the right to employ the services of its affiliates in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to each Commitment Party in such manner as such Commitment Party and its affiliates may agree in their sole discretion. You also agree that each of the Commitment Parties may at any time and from time to time assign all or any portion of its commitments hereunder to one or more of its affiliates; provided, that the Commitment Parties agree not to assign their commitments hereunder to any principal investment portfolios of the Commitment Parties or their branches or subsidiaries. You further acknowledge that (i)

each Commitment Party may share with any of its affiliates, and such affiliates may share with the Commitment Parties, any information related to the Transaction, Sponsor Holdco, the Borrower, the Sponsors (and your and their respective subsidiaries and affiliates), or any of the matters contemplated hereby, and (ii) each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you or the Target may have conflicting interests regarding the transactions described herein and otherwise; provided, however, that notwithstanding the foregoing, in consideration of the payments made by you under the Fee Letter and the covenants and undertakings by you in our favor under this Commitment Letter, DBSI, DBTCA, JPMorgan and JPMCB, for themselves and on behalf of their affiliates, agree, for a period of one year from the date hereof and so long as you are not in material breach of any of your material obligations hereunder, that none of DBSI, DBTCA, JPMorgan or JPMCB or any of their respective affiliates shall provide financing to any other person or group that seeks to make a competing bid to purchase or otherwise take control of the Target. Consistent with each Commitment Party’s policy to hold in confidence the affairs of its clients, each Commitment Party agrees (as to itself only) to treat, and cause any such affiliate of such Commitment Party to treat, all non-public information provided to it by Sponsor Holdco, Fertitta Partners, Sponsors and the Borrower as confidential information.

You agree that this Commitment Letter and the Fee Letter are for your confidential use only and that, unless each Commitment Party has otherwise consented, neither their existence nor the terms hereof or thereof will be disclosed by you to any person or entity other than (a) your officers, directors, employees, accountants, attorneys and other advisors, and then only on a “need to know” basis in connection with the transactions contemplated hereby and on a confidential basis, (b) potential co-investors who agree to be subject to the confidentiality provisions set forth herein, (c) as reasonably required in connection with regulatory matters and (d) the Target and its advisors on a confidential basis in connection with the proposed Acquisition.

You hereby represent and acknowledge that, to the best of your knowledge, neither any Commitment Party nor any employees or agents of, or other persons affiliated with, any Commitment Party have directly or indirectly made or provided any statement (oral or written) to you or to any of your employees or agents, or other persons affiliated with or related to you (or, so far as you are aware, to any other person), as to the potential tax consequences of the Transaction.

The reimbursement, indemnification, jurisdiction and confidentiality provisions contained herein and in the Fee Letter shall survive any termination of this Commitment Letter.

In order to comply with the USA PATRIOT Act, each Commitment Party must obtain, verify and record information that sufficiently identifies each entity (or individual) that enters into a business relationship with such Commitment Party. As a result, in addition to your corporate name and address, each Commitment Party will obtain your corporate tax identification number and certain other information. Any Commitment Party may also request relevant corporate resolutions and other identifying documents.

This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by any of the parties hereto to any person or entity without the prior written consent of the other parties (and any purported assignment without such consent shall be null and void). This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof and thereof waived, except by an instrument in writing signed by you and each Commitment Party. Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile (or other electronic) transmission shall be effective as delivery of a manually executed counterpart hereof or

thereof, as the case may be. This Commitment Letter and the Fee Letter shall be governed by, and construed in accordance with, the laws of the State of New York. This Commitment Letter and the Fee Letter set forth the entire agreement between the parties hereto as to the matters set forth herein and supersede all prior communications, written or oral, with respect to the matters herein. Matters that are not covered or made clear herein, in the Term Sheet or in the Fee Letter are subject to mutual agreement of the parties hereto. This Commitment Letter and the Fee Letter are intended to be solely for the benefit of the parties hereto and thereto and are not intended to confer any benefits upon, or create any rights in favor of, any person or entity other than the parties hereto or thereto (and indemnified persons) and may not be relied upon by any person or entity other than you. Neither this Commitment Letter nor the Fee Letter is intended to create a fiduciary relationship among the parties hereto or thereto.

This Commitment Letter amends and restates that certain Second Amended and Restated Financing Commitment Letter, dated as of May 3, 2007 (the “Existing Bank Commitment Letter”), among you, DBSI, DBTCA, JPMorgan and JPMCB and shall be deemed to supersede in its entirety the Existing Bank Commitment Letter, and the Existing Bank Commitment Letter is hereby terminated and of no further force or effect.

Each of the parties hereto hereby waives any right to trial by jury with respect to any claim, action, suit or proceeding arising out of or contemplated by this Commitment Letter or the Fee Letter. Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the federal and New York state courts located in the county of New York in connection with any dispute related to this Commitment Letter, the Fee Letter or any matters contemplated hereby or thereby.

Each Commitment Party’s willingness, and commitments, with respect to the Senior Secured Credit Facilities as set forth above will terminate on the first to occur of (x) May 23, 2008, unless on or prior to such date the Transaction has been consummated and a definitive credit agreement evidencing the Senior Secured Credit Facilities shall have been entered into and the initial borrowings shall have occurred thereunder or (y) the date of the termination of the definitive agreement with respect to the Acquisition (as it may be amended, the “Acquisition Agreement”) (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions).

* * *

If you are in agreement with the foregoing, please sign and return to the Commitment Parties the enclosed copy of this Commitment Letter no later than 11:59 p.m., New York time, on October 16, 2007. Unless this Commitment Letter is signed and returned by the time and date provided in the immediately preceding sentence, this Commitment Letter shall terminate at such time and date.

	Very truly yours,

	DEUTSCHE BANK TRUST COMPANY AMERICAS


	By:	/s/ J.T. Johnston Coe
		Name: J.T. Johnston Coe
		Title: Managing Director


	By:	/s/ Brenda Casey
		Name: Brenda Casey
		Title: Director

	DEUTSCHE BANK SECURITIES INC.


	By:	/s/ A. Drew Goldman
		Name: A. Drew Goldman
		Title: Managing Director


	By:	/s/ Brenda Casey
		Name: Brenda Casey
		Title: Director

	J.P. MORGAN SECURITIES INC.

	By:	/s/ Michael K. Ryan
		Name: Michael K. Ryan
		Title: Executive Director


	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Donald S. Shokrian
		Name: Donald S. Shokrian
		Title: Managing Director

Agreed to and Accepted this
15th day of October, 2007:

FERTITTA COLONY PARTNERS LLC


By:	/s/ Frank J. Fertitta, III
	Name:	Frank J. Fertitta, III
	Title:	Authorized Member

EX-7.25 4 a07-26971_1ex7d25.htm EX-7.25

Exhibit 7.25

October 15, 2007

CONFIDENTIAL

FERTITTA COLONY PARTNERS LLC

2960 West Sahara Avenue

Las Vegas, NV 89102

FERTITTA PARTNERS LLC

2960 West Sahara Avenue

Las Vegas, NV 89102

Re: Acquisition Financing – Third Amended and Restated (CMBS) Financing Commitment Letter

Ladies and Gentlemen:

You have informed German American Capital Corporation (“GACC”), Deutsche Bank AG, New York Branch (“DB”) and JPMorgan Chase Bank, N.A. (“JPMorgan” and, together with DB and GACC, collectively, the “Commitment Parties”) that one or more affiliates of Colony Capital, LLC (collectively, “Colony”), Mr. Frank J. Fertitta III and his personal investment vehicles (collectively, “Frank Fertitta”) and Mr. Lorenzo J. Fertitta and his personal investment vehicles (collectively, “Lorenzo Fertitta” and together with Colony and Frank Fertitta, the “Principal Investors”), together with other co-investors that are reasonably acceptable to, the Commitment Parties prior to the Closing Date (defined below) and their respective affiliates (collectively, the “Sponsors”) and other members of the management team of Station Casinos, Inc. (the “Target”) and other persons reasonably acceptable to the Commitment Parties (collectively, the “Management Investors” and, together with the Sponsors, the “Equity Investors”) have caused the formation of Fertitta Colony Partners LLC, a newly formed limited liability company (“Sponsor LLC”). Sponsor LLC will be the parent of a new Nevada corporation (“Sponsor Holdco”) which would (i) acquire, through a newly formed Nevada corporation wholly-owned by Sponsor Holdco (“Sponsor Merger Sub”), approximately 75% of the non-voting common stock of the Target, by way of a merger of Sponsor Merger Sub with and into the Target (the “Acquisition” or the “Merger”) and (ii) concurrently with the consummation of the Acquisition, refinance (the “Refinancing”) the existing senior secured revolving credit facility of the Target and its subsidiaries, provided that Sponsor LLC may instead own Merger Sub directly (rather than indirectly through Sponsor Holdco). In connection with the Merger, Frank Fertitta, Lorenzo Fertitta, Blake and Delise Sartini and the Management Investors will cause the formation of Fertitta Partners LLC, a newly formed Nevada limited

liability company (“Fertitta Partners”) to which Frank Fertitta, Lorenzo Fertitta and Blake and Delise Sartini will contribute a portion of the shares of common stock of Target held by such parties. Following the consummation of the Merger, Fertitta Partners will own approximately 25% of the non-voting common stock of the Target. Immediately following the consummation of the Merger, FCP VoteCo, LLC, a newly formed Nevada limited liability company that will be owned by Frank Fertitta, Lorenzo Fertitta and Thomas J. Barrack, Jr. (“FCP VoteCo”), will purchase for nominal consideration shares of voting common stock of the Target which will have limited economic rights. In addition, following the consummation of the Merger and related transactions Target will own, directly or indirectly, 100% of the equity interests in the Mezzanine Borrowers and Senior Borrower (collectively, “Borrower”) described in the term sheet attached hereto as Exhibit B (the “Term Sheet”). Senior Borrower shall use the cash proceeds of the CMBS Loan contemplated herein, inter alia, to purchase membership interests of newly formed wholly owned real estate holding subsidiaries that will at such purchase closing own the real estate assets used by certain operating subsidiaries of the Target. Prior to the closing, these real estate subsidiaries will be wholly owned by such operating subsidiaries of the Target and will be merged into Senior Borrower immediately after the purchase closing. The real estate assets thereby acquired by Senior Borrower will be leased to the Target, which will in turn sublease the same back to the existing operating subsidiaries of the Target (“Subsidiary OpCos”).

In order to effect the Acquisition, the Refinancing, to pay all fees and expenses incurred in connection with the Transaction (as defined below) and to provide for the working capital needs and general corporate requirements of the Borrower and its subsidiaries after giving effect to the Acquisition, you have advised us that you intend to implement the following transactions: (i) the contribution of equity to Sponsor Holdco and Fertitta Partners by the Equity Investors in an aggregate amount equal to at least 32.5% of the consideration payable under the Acquisition Agreement defined below (a portion of which in an amount to be agreed may be in the form of rollover equity provided by Frank Fertitta, Lorenzo Fertitta and certain other Sponsors and/or Management Investors) (the “Equity Financing”) or such additional amount as the Equity Investors shall elect to contribute in their sole discretion, (ii) the procurement by the Target of senior secured revolving credit facilities in the aggregate amount of $650.0 million (the “Revolving Credit Facility”) and senior secured term credit facilities in the aggregate amount of $250.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “Corporate Credit Facilities”) and (iii) the procurement by Borrower of a first lien mortgage loan and mezzanine financing in the aggregate amount of $2,475.0 million (collectively, the “CMBS Loan”).

The transactions described in clauses (i) through (iii) above, as more fully described in the Term Sheet, are collectively referred to herein as the “Financing Transactions.” The Financing Transactions, the Refinancing and the Acquisition are collectively referred to herein as the “Transaction.” All funds required to finance the Acquisition and Refinancing, and to pay all fees and expenses incurred in connection with the Transaction, shall be provided pursuant to the Financing Transactions.

1. Commitment. DB and GACC (in such capacity, collectively, “DB Initial Lender”) are, and JPMorgan (together with DB Initial Lender, in such capacity, collectively, the “Initial Lenders”) is, pleased to confirm to Sponsors, Sponsor LLC and Fertitta Partners that, subject to the terms set forth herein and in the Term Sheet, each of DB Initial Lender and JPMorgan hereby severally commits (each, a “Commitment” and collectively, the “Commitments”) to provide, either directly through GACC or DB or through one or more of their affiliates (in the case of DB Initial Lender), and through JPMorgan or one or more of its affiliates, 62.5% and 37.5%, respectively, of the CMBS Loan to Borrower in an aggregate amount equal to $2.475 billion (the “Aggregate Commitment”), subject to (i) Sponsor LLC’s acceptance of this letter (together with all Exhibits and Schedules attached hereto, the “Commitment Letter”); (ii) satisfaction (or waiver by the appropriate party) of the terms and conditions set forth herein (including, without limitation, the coordinated and concurrent closing of each Commitment); and (iii) the prior satisfaction of the Loan Closing Conditions set forth in Exhibit A attached hereto. Upon satisfaction of the Loan Closing Conditions, the CMBS Loan shall be made available on the Closing Date by the Initial Lenders in accordance with the terms set forth in the Term Sheet. The “Closing Date” shall be a date prior to the Termination Date (as defined in Exhibit A) mutually acceptable to the Initial Lenders and Sponsor LLC and at which time all the applicable conditions to closing the CMBS Loan (the “Closing”) shall have been satisfied.

2. Fees. Sponsor LLC agrees to pay the fees set forth in the separate fee letter (the “Fee Letter”) dated of even date herewith with Fertitta Partners and the Initial Lenders in accordance with the terms of the Fee Letter (the “Agreed Fees”). The effectiveness of the Commitments is subject to the payment of the Commitment Fees specified in the Fee Letter in immediately available funds, which payment shall occur on or before the date specified in the Fee Letter.

3. Indemnification; Expenses. Each of Sponsor LLC and Fertitta Partners agrees to indemnify and hold harmless the Initial Lenders, all other lenders, any arranger, bookrunner or agent acting on behalf of any lender, and each of the other Indemnified Persons identified in accordance with and as set forth in the indemnification provisions attached as Exhibit C hereto (the “Indemnification Provisions”) and hereby made a part hereof as though fully set forth herein.

In further consideration of the issuance of this Commitment Letter, and recognizing that in connection herewith the Initial Lenders are incurring substantial costs and expenses in connection with the documentation of the Commitments and the CMBS Loan, due diligence, loan closing, syndication, securitization and underwriting with respect to the proposed CMBS Loan, including, without limitation, fees and expenses of counsel, accounting fees, transportation, duplication and printing, third party consultant costs, appraisals, environmental reports, regulatory database searches, engineering reports, search fees, and other reasonable out-of-pocket third-party expenses, each of Sponsor LLC and Fertitta Partners agrees to pay such

reasonable out-of-pocket costs and expenses (whether incurred before or after the date hereof), upon the occurrence of the Closing of the transactions contemplated hereunder.

4. Disclosure. Sponsor LLC and Fertitta Partners agree that this Commitment Letter is for their confidential use only and will not be disclosed by Sponsor LLC or Fertitta Partners to any person other than its respective accountants, attorneys and other advisors, its potential equity investors and their accountants, attorneys and advisors, and Target and its advisors, and then only on a “need to know” basis in connection with the CMBS Loan and on a confidential basis. Notwithstanding the foregoing, Sponsors, Sponsor LLC and Fertitta Partners may: (i) make public disclosure of the existence of the Commitments, (ii) file a copy of this Commitment Letter in any public record in which it is required by law to be filed, and (iii) make such other public disclosures of the terms and conditions hereof as Sponsors, Sponsor LLC and Fertitta Partners are required by law (including any applicable SEC regulations), in the opinion of its counsel, to make.

Each of Sponsor LLC and Fertitta Partners represents and warrants that all information that has been or will hereafter be made available by Sponsor LLC, Fertitta Partners, the Principal Investors, or any of their representatives in connection with the CMBS Loan to the Initial Lenders or any of their representatives or any potential lender, taken as a whole, are and will be correct in all material respects and does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not misleading in light of the circumstances under which such statements were or are made; provided that with respect to all statements, estimates and projections regarding future performance of Sponsor Holdco, the Borrower, Target and their respective subsidiaries, if any, that have been or will be prepared by the Borrower Parties or any of their representatives and made available to the Initial Lenders or any of their representatives or any potential Lender in connection with the financing contemplated hereby have been or will be prepared in good faith based upon assumptions believed to be reasonable at the time of preparation thereof (it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond your control and that no assurance can be given that such Projections will be realized). Each of Sponsor LLC and Fertitta Partners agrees to supplement the information and projections from time to time to the extent necessary to cause the representations and warranties contained in this paragraph to remain correct.

The Initial Lenders shall take normal and reasonable precautions and exercise due care to maintain the confidentiality of information provided to them by the Borrower Parties in connection with this Commitment Letter, except to the extent such information (i) was or becomes generally available to the public other than as a result of a disclosure by the Initial Lenders, or (ii) was or becomes available from a source other than the Borrower Parties not known to the Initial Lenders to be in breach of an obligation of confidentiality to the Borrower Parties in the disclosure of such information. The foregoing shall not be deemed to restrict the Initial Lenders from disclosing such information (a) at the request or pursuant to any requirement

of any governmental authority; (b) pursuant to subpoena or other court process, provided that the Initial Lenders will provide the Borrower parties with prior notice of such court process to the extent reasonably feasible; (c) when required to do so in accordance with the provisions of applicable law; (d) to the extent required in connection with any litigation or proceeding to which the Initial Lenders or their affiliates may be a party, provided that the Initial Lenders will provide the Borrower parties with prior notice of such court process to the extent reasonably feasible; (e) to the extent required in connection with the exercise of any remedy hereunder or under any loan document; (f) to the Initial Lenders’ independent auditors, rating agencies, and other professional advisors; and (g) to any prospective participant, investor, or assignee in connection with a syndication or securitization, subject to the confidentiality provisions contained herein.

5. Expiration and Termination of Commitments. The Commitments shall: (i) expire if this Commitment Letter is not countersigned and returned to the undersigned prior to 11:59 p.m. Los Angeles time (the “Expiration Time”) on October 16, 2007 (the “Expiration Date”); and (ii) terminate if the Closing does not occur prior to the Termination Date. In addition, if the definitive agreement with respect to the Acquisition (as it may be amended, the “Acquisition Agreement”) is terminated prior to the consummation of the Transaction, the Commitments will terminate on the date of the termination of the Acquisition Agreement (other than with respect to ongoing indemnities, confidentiality provisions and similar provisions). Sponsor LLC’s and Fertitta Partners’s respective obligations under Sections 2, 3, and 4 relating to fees, indemnification, costs and expenses and confidentiality shall survive the expiration or termination of the Commitments.

6. Representations and Warranties. The Initial Lenders’ commitments and agreements hereunder are subject solely to the conditions set forth in the attachments to this Commitment Letter. Notwithstanding anything in this Commitment Letter, the Fee Letter, the definitive documentation for the CMBS Loan or any other letter agreement or other undertaking concerning the Transaction to the contrary, the only representations relating to the Borrower, the Target, its subsidiaries and their businesses the making of which shall be a condition to the closing of the CMBS Loan on the Closing Date shall be (A) such of the representations made by the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that you would, but for the application of clause (z) in the lead-in to Article IV of the Acquisition Agreement, have the right to terminate your obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement (the “Acquisition Agreement Representations”), and (B) the Specified Representations (as defined below). “Specified Representations” means the representations of the Borrower Parties set forth in the Term Sheet and relating to entity power and authority to enter into the documentation relating to the CMBS Loan, due authorization, execution, delivery and enforceability of such documentation, single purpose entity requirements, such documentation not conflicting with or creating a breach or default under charter documents, law or material contracts (it being understood that, subject to customary qualifications, the non-contravention representation shall

not be qualified as set forth in the disclosures to Section 4.4 of the Acquisition Agreement), Federal Reserve margin regulations, the Investment Company Act, Property Specific Representations (provided, however, the making of such Property Specific Representations shall only be a condition to the closing of the CMBS Loan on the Closing Date, to the extent a breach thereof would result in a “Material Adverse Effect on the Company” (as defined in the Acquisition Agreement)), and the perfection and priority of the security interests granted in the proposed collateral. In addition, in the event a breach of Property Specific Representations results in a Portfolio MAE, the Initial Lenders shall have the right to implement a Property Substitution. As used herein: (A) a Portfolio MAE shall mean a material adverse effect on the Properties taken as a whole, or the operations, business or condition (financial or otherwise) of Borrower, taken as a whole; and (B) Property Substitution shall mean that the Initial Lenders may designate Real Property Interests comprising one or more casino and hotel projects owned by Target (through its subsidiaries) (“Substituted Properties”), which would be conveyed to Senior Borrower in lieu of one or more of the Properties so as to avoid the Portfolio MAE; provided, however, that (i) the designation and conveyance of the Substituted Properties shall be subject to compliance with the other terms and conditions of this Commitment Letter; (ii) all parties shall act reasonably in implementing the Property Substitution consistent with the objective of avoiding the Portfolio MAE while preserving the material terms set forth in the Term Sheet; and (iii) in no event shall such Property Substitution result in an inability to render the opinions contemplated in Section 10 of Exhibit A attached hereto.

7. Miscellaneous: The following provisions shall be applicable both to this Commitment Letter and to the Fee Letter.

(a) Reliance on Information. In undertaking its respective Commitment, each of the Initial Lenders is relying and will continue to rely, without independent verification, thereof, on the accuracy of the information furnished to it by the Borrower Parties, or on their behalf, and the representations and warranties made by Sponsor LLC and Fertitta Partners herein. The Initial Lenders may also rely on any publicly available information issued or authorized to be issued by Borrower Parties or any of their subsidiaries or affiliates. The Initial Lenders have no obligation to investigate, and have not undertaken any independent investigation of, any information or materials, public or otherwise, made available by Borrower Parties or any of their subsidiaries or affiliates. The respective obligations of the Initial Lenders under this Commitment Letter are made solely for the benefit of Sponsors, Sponsor LLC and Fertitta Partners and may not be relied upon or enforced by any other person or entity.

(b) Complete Agreement; Waivers and Other Changes to be in Writing. This Commitment Letter (together with the Fee Letter) supersedes all previous negotiations, agreements and other understandings relating to the CMBS Loan, including, without limitation, previous discussions regarding the terms contained on the attached Exhibits.

Please note, however, that the terms and conditions to be set forth in the Loan Documents are not limited to those set forth herein or in the attached Exhibits, provided that unless specifically agreed by the Borrower Parties, they shall not be inconsistent with any provision of this Commitment Letter or the attached Exhibits. Those matters that are not covered or made clear herein or in the attached Exhibits are subject to further mutual agreement of the parties. No alteration, waiver, amendment or supplement of or to this Commitment Letter or the Fee Letter shall be binding or effective unless the same is set forth in a writing signed by a duly authorized representative of each party hereto or thereto.

(c) Power, Authority and Binding Effect. Each of the parties hereto represents and warrants to each of the other parties hereto that (i) it has all requisite power and authority to enter into this Commitment Letter and the Fee Letter and (ii) each of this Commitment Letter and the Fee Letter has been duly and validly authorized by all necessary corporate action on the part of such party, has been duly executed and delivered by such party and constitutes a legally valid and binding agreement of such party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally.

(d) Time of Essence. Time shall be of the essence whenever and wherever a date or period of time is prescribed or referred to in this Commitment Letter.

(e) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Commitment Letter shall be governed by and construed in accordance with the laws of the State of New York. The Initial Lenders’ respective obligations as set forth herein shall be subject to all regulatory requirements applicable to them (but such requirements shall not permit the Initial Lenders to terminate this Commitment Letter).

EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM, ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS COMMITMENT OR THE TRANSACTIONS OR THE MATTERS CONTEMPLATED BY THIS COMMITMENT LETTER. EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND NEW YORK COURTS LOCATED IN THE CITY OF NEW YORK IN CONNECTION WITH ANY DISPUTE RELATED TO THIS COMMITMENT LETTER, THE TRANSACTIONS CONTEMPLATED BY THIS COMMITMENT LETTER OR ANY MATTERS RELATED TO THIS COMMITMENT LETTER. IN THE EVENT OF LITIGATION, THIS LETTER MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

(f) No Rights or Liability. Neither this Commitment Letter nor the Fee Letter create, nor shall any of them be construed as creating, any rights enforceable by a person or entity not a party hereto, except as provided in the indemnification provisions. Each of Sponsor LLC and Fertitta Partners, on behalf of itself, each other Borrower Party and the Sponsors, acknowledges and agrees that: (i) none of the Initial Lenders, any arranger, bookrunner or agent acting on behalf of any of the Initial Lenders is, nor shall any one of them be construed as, a fiduciary or agent of any Borrower Party or any other person and except as expressly set forth herein, shall have no duties or liabilities to any such person’s equity holders or creditors by virtue of this Commitment Letter or the Fee Letter, all of which are hereby expressly waived; (ii) none of the Initial Lenders nor any arranger, bookrunner or agent acting on behalf of any of the Initial Lenders shall have any liability (including, without limitation, liability for any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any negligent act or omission of any of them), whether direct or indirect, in contract, tort or otherwise, to any Borrower Party (including, without limitation, their respective equity holders and creditors) or any other person for or in connection with this Commitment Letter, the Fee Letter or the CMBS Loan, except that a claim in contract for damages recoverable in a contract action that were caused by a breach of any contractual obligation expressly set forth in any written agreement signed by the party against which enforcement of such claim is sought shall not be impaired hereby (provided that no punitive damages are permitted hereunder), and (iii) the Initial Lenders were induced to enter into this Commitment Letter and the Fee Letter by, inter alia, the provisions in Sections 3, 4, and 7 herein. Without limiting the foregoing, each of Sponsor LLC and Fertitta Partners, on behalf of itself, each other Borrower Party and the Sponsors, acknowledges and agrees that (x) DB Initial Lender shall not have any liability to any Sponsor, Sponsor LLC, Borrower or any other person for or in connection with any act or omission of JPMorgan; and (y) JPMorgan shall not have any liability to any Sponsor, Sponsor LLC, Fertitta Partners, Borrower or any other person for in or in connection with any act or omission of DB Initial Lender; it being understood and agreed that the Commitment of each is several and independent of the other.

(g) No Liability for Special or Punitive Damages. To the fullest extent that a claim for punitive damages may lawfully be waived, no party hereto shall ever be liable for any punitive damages on any claim (whether founded in contact, tort, legal duty or any other theory of liability) arising from or related in any manner to this Commitment Letter or the negotiation, execution, administration, performance, breach, or enforcement of this Commitment Letter or the instruments and agreements evidencing, governing or relating to the CMBS Loan contemplated hereby or any amendment thereto or the consummation of, or any failure to consummate, the CMBS Loan or any act, omission, breach or wrongful conduct in any manner related thereto.

(h) Counterparts. This Commitment Letter may be executed in one or more counterparts, each of which shall constitute an original, and all of which together shall

constitute one and the same agreement. Delivery of an executed counterpart of this Commitment Letter by facsimile shall be effective as delivery of a manually executed counterpart of this Commitment Letter.

(i) Amendment and Restatement. This Commitment Letter amends and restates that certain Second Amended and Restated (CMBS) Financing Commitment Letter, dated as of May 3, 2007 (the “Existing Bank Commitment Letter”), among Sponsor LLC, Fertitta Partners, DB, GACC and JPMorgan, and shall be deemed to supersede in its entirety the Existing Bank Commitment Letter, and the Existing Bank Commitment Letter is hereby terminated and of no further force or effect. The Fee Letter amends and restates that certain Fee Letter, dated as of December 8, 2006 (the “Existing Fee Letter”), among Sponsor LLC, DB, GACC and JPMorgan, and shall be deemed to supersede in its entirety the Existing Fee Letter, and the Existing Fee Letter is hereby terminated and of no further force or effect.

Please evidence your acceptance of the provisions of this Commitment Letter, including, without limitation, the attached Exhibits, by (i) signing the enclosed copy of this Commitment Letter; and (ii) returning the signed Commitment Letter to the undersigned at or before the Expiration Date, the time at which the Commitments (if not so accepted prior thereto) will expire.

Very truly yours,

DEUTSCHE BANK AG, NEW YORK BRANCH

By:		/s/ Todd O. Sammann
Name: Todd O. Sammann
Its: Managing Director

By:		/s/ Eric M. Schwartz
Name: Eric M. Schwartz
Its: Managing Director

GERMAN AMERICAN CAPITAL CORPORATION

By:	/s/ Todd O. Sammann
Name: Todd O. Sammann
Its: Vice President

By:		/s/ Eric M. Schwartz
Name: Eric M. Schwartz
Its: Vice President


[SIGNATURES CONTINUED ON NEXT PAGE]

S-1

	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Michael Mesard
	Name: Michael Mesard
	Its: Executive Director

	[SIGNATURES CONTINUED ON NEXT PAGE]

S-2

ACCEPTED this 15th day of October, 2007


FERTITTA COLONY PARTNERS LLC

By:	/s/ Frank J. Fertitta, III

Name: Frank J. Fertitta, III

Title: Authorized Member


FERTITTA PARTNERS LLC

By:	/s/ Frank J. Fertitta, III

Name: Frank J. Fertitta, III

Title: Authorized Member

EX-7.26 5 a07-26971_1ex7d26.htm EX-7.26

Exhibit 7.26

FORM OF EQUITYHOLDERS AGREEMENT

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

Dated as of , 2007

FORM OF EQUITYHOLDERS AGREEMENT
OF
STATION CASINOS, INC.,
FERTITTA COLONY PARTNERS LLC
AND
FERTITTA PARTNERS LLC

TABLE OF CONTENTS

			Page
ARTICLE 1. DEFINITIONS			2
	Section 1.1	Definitions	2
	Section 1.2	Rules of Interpretation	8

ARTICLE 2. BOARD OF DIRECTORS OF STATION			8
	Section 2.1	Board of Directors	8
	Section 2.2	Station Executives	12
	Section 2.3	Other Activities and Competition	12
	Section 2.4	Directors’ Insurance	12
	Section 2.5	Additional Shares; Preemptive Rights	12

ARTICLE 3. TRANSFERS OF INTERESTS			13
	Section 3.1	General	13
	Section 3.2	Further Requirements with respect to Transfers of Shares	14
	Section 3.3	Indirect Transfers	15
	Section 3.4	Transfer Provisions with respect to Station	15
	Section 3.5	Transfer Provisions with respect to FCP and Fertitta Partners	18
	Section 3.6	Initial Public Offering	22

ARTICLE 4. NAMED EXECUTIVE MEMBER LOANS			23
	Section 4.1	Named Executive Member Loans	23

ARTICLE 5. ISSUANCE OF CLASS C UNITS			23
	Section 5.1	Issuance of Class C Units	23

ARTICLE 6. MISCELLANEOUS			24
	Section 6.1	Amendments	24
	Section 6.2	Notices	24
	Section 6.3	Entire Agreement	24
	Section 6.4	Governing Law	24
	Section 6.5	Severability	25
	Section 6.6	Effect	25
	Section 6.7	Captions	25
	Section 6.8	Counterparts	25
	Section 6.9	Waiver of Trial by Jury	25
	Section 6.10	Binding Arbitration	25

Section 6.11	Gaming Suitability	26
Section 6.12	Restructuring, Exchanges, etc., Affecting the Shares	26
Section 6.13	Conflict with Bylaws, Articles of Incorporation or FCP Voteco Operating Agreement	26
Section 6.14	Supermajority Consent Not Required	27

Schedule I	–	Major Actions
Schedule II	–	Ownership of Station Stock
Schedule III	–	List of Designees

FORM OF EQUITYHOLDERS AGREEMENT

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

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 , 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.

RECITALS

WHEREAS, on , 2007, Station consummated the transactions contemplated by that certain Agreement and Plan of Merger by and among Station, FCP, and FCP Acquisition Sub, a Nevada corporation (“FCP Merger Sub”), as amended by that certain Amendment to Agreement and Plan of Merger dated by and among Station, FCP and FCP Merger Sub dated as of May 4, 2007 (the “Merger Agreement”); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Members acquired their interests in FCP and Fertitta Partners, respectively; and

WHEREAS, following the consummation of the Merger, the Station Stockholders hold that number and class of shares of common stock of Station as set forth on Schedule II; and

WHEREAS, as a result of the direct and indirect interests of FCP and Fertitta Partners in Station, the Members have a common interest in regulating the disposition of the Members’ interests of FCP and Fertitta Partners and certain other matters relating to the direct and indirect ownership of Station by FCP and Fertitta Partners; and

WHEREAS, the Station Stockholders desire to organize their mutual relationship as the principal stockholders of Station and their participation in the governance of Station, and FCP, Fertitta Partners and the Members desire to (i) restrict the sale, assignment, transfer,

encumbrance or other disposition of the Units and (ii) provide for certain other rights and obligations relating to the Units.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties hereto agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1 Definitions The following terms used in this Agreement shall have the following meanings.

“Affiliate” of an Equityholder means any other Person controlling, controlled by or under common control with such Equityholder. For the purpose of this definition, the term “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Equityholder, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, either through the ownership of a majority of such Person’s Voting Stock, by contract or otherwise.

“Agreement” has the meaning set forth in the preamble hereto.

“Board of Directors” means the Board of Directors of Station established pursuant to Section 2.1(a) hereof.

“Board of Managers” means the Board of Managers of FCP, Fertitta Partners or FCP VoteCo, as applicable, established pursuant to the FCP Operating Agreement, the Fertitta Partners Operating Agreement or the FCP VoteCo Operating Agreement, respectively.

“Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City, New York or the State of Nevada.

“Bylaws” means the Amended and Restated Bylaws of Station, as amended, modified or supplemented from time to time.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; and (ii) with respect to any other Person, any and all partnership, member’s, membership or other equity interests of such Person.

“Cause” for the removal of any Director means such director has been found unsuitable by a Gaming Authority.

“Class A Member(s)” means the Members holding Class A Units.

“Class A Units” means Units of FCP or Fertitta Partners, as applicable, designated as “Class A Units” under the FCP Operating Agreement or Fertitta Partners Operating Agreement, respectively.

“Class B Member(s)” means the Members holding Class B Units.

“Class B Units” means Units of FCP or Fertitta Partners, as applicable, designated as “Class B Units” under the FCP Operating Agreement or Fertitta Partners Operating Agreement, respectively.

“Class C Member(s)” means the Members holding Class C Units.

“Class C Units” means Units of FCP or Fertitta Partners, as applicable, designated as “Class C Units” under the FCP Operating Agreement or Fertitta Partners Operating Agreement, respectively.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (or any succeeding law).

“Common Stock” means the non-voting common stock, [$0.01 par value per share], and the voting common stock, [$0.01 par value per share], of Station.

“Disability” means a Person is unable to perform the duties arising as a result of his position or employment by Parent by reason of any medically determinable physical or mental impairment that can reasonably be expected to last for a continuous period of not less than 12 months.

“Dragged Members” has the meaning set forth in Section 3.5.3(a).

“Dragged Stockholders” has the meaning set forth in Section 3.4.3(a).

“Dragging Members” has the meaning set forth in Section 3.5.3(a).

“Dragging Stockholders” has the meaning set forth in Section 3.4.3(a).

“Drag Subject Company” has the meaning set forth in Section 3.5.3(a).

“Equityholders” has the meaning set forth in the preamble hereto.

“Equity Interests” of any Person means Capital Stock of such Person or warrants, options or other rights to acquire Capital Stock of such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“Family Members” means, with respect to any individual, such Person’s spouse, children, siblings, parents and all lineal descendants of such Person’s parents (in each case, natural or adopted).

“Family Trust” means, with respect to any individual, a trust, limited partnership or limited liability company benefiting solely such individual or the Family Members of such individual.

“FCP” has the meaning set forth in the preamble hereto.

“FCP Merger Sub” has the meaning set forth in the Recitals hereof.

“FCP Operating Agreement” means that certain Second Amended and Restated Operating Agreement of FCP dated as of even date herewith.

“FCP VoteCo” has the meaning set forth in the preamble hereto.

“FCP VoteCo Operating Agreement” means that certain Amended and Restated Operating Agreement of FCP VoteCo dated as of even date herewith.

“Fertitta Partners” has the meaning set forth in the preamble hereto.

“Fertitta Partners Operating Agreement” means that certain Amended and Restated Operating Agreement of Fertitta Partners dated as of even date herewith.

“Fertitta Units” has the meaning set forth in Section 2.1(a)(ii).

“Gaming Authority” means the Nevada Gaming Commission, the Nevada State Gaming Control Board, the National Indian Gaming Commission or any agency of any sovereign entity, state, county, city or other political subdivision which has, or may at any time after the date of this Agreement have, jurisdiction over all or any portion of the gaming activities of Station or any of the Subsidiaries, or over ownership of an interest in an entity engaged in gaming activities, or any successor to any such authority.

“Gaming Laws” means those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming or the ownership or management thereof within any jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in NRS Chapter 463, as amended from time to time, and the regulations of the Nevada Gaming Authorities promulgated thereunder, as amended from time to time.

“Gaming License” shall mean all licenses, consents, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements and orders of registration issued by any Gaming Authority necessary for or relating to the conduct of activities or the ownership of an interest in an entity engaged in activities under the Gaming Laws.

“Holding” has the meaning set forth in the preamble hereto.

“Initial Public Offering” means the closing of the first firm commitment underwritten public offering pursuant to a Registration Statement that became effective after the date hereof covering the offer and sale of Capital Stock for the account of Station or any Subsidiary or any successor thereof (including Newco) that owns or controls substantially all of the assets of Station or its successors to the public, which results in such Capital Stock being

listed for trading on the New York Stock Exchange, American Stock Exchange or the NASDAQ Global Market or any other national securities exchange.

“Major Action” has the meaning set forth in Section 2.1(f).

“Member” has the meaning set forth in the preamble hereto.

“Merger Agreement” has the meaning set forth in the Recitals hereof.

“Named Executive Director” has the meaning set forth in Section 2.1(a)(i).

“Named Executive Members” means FCP Class B Holdco LLC, a Nevada limited liability company, FJF Investco, LLC, a Nevada limited liability company, and LJF Investco, LLC, a Nevada limited liability company, in such Persons’ capacities as Members of FCP and Fertitta Partners.

“Named Executive Designees” means FJF Investco, LLC, a Nevada limited liability company, and/or LJF Investco, LLC, a Nevada limited liability company; provided that such Person has obtained all necessary approvals from the Gaming Authorities.

“Named Executive Member Loan” has the meaning set forth in Section 4.1.

“Named Executive Member Loan Amount” has the meaning set forth in

Section 4.1.

“Named Executive Officers” means Frank J. Fertitta III and Lorenzo J. Fertitta.

“Newco” means the resulting publicly traded company following the consummation of an Initial Public Offering.

“Non-voting Stockholders” means Holding and Fertitta Partners.

“NRS” means the Nevada Revised Statutes as in effect on the date hereof and as amended hereafter from time to time.

“Offering Member” has the meaning set forth in Section 3.5.1(a).

“Offering Stockholder” has the meaning set forth in Section 3.4.1(a).

“Permitted Transfer” means (a) any Transfer of Shares or Units, as applicable, by an Equityholder who is not an individual to any Affiliate of such Equityholder; (b) any redemptions and other repurchases of Shares or Units by FCP, Fertitta Partners or Station, as applicable, or any Subsidiary thereof from an employee in connection with the termination of his or her employment with FCP, Fertitta Partners, Station or any Subsidiary pursuant to this Agreement, the FCP Operating Agreement, the Fertitta Partners Operating Agreement, or such employee’s employment agreement; (c) any pledge of Shares or Class A Units or Class B Units, as applicable, made pursuant to a bona fide loan transaction which creates a mere security interest (but not including any foreclosure of such pledge); (d) any Transfer of Shares or Class A

Units or Class B Units, as applicable, by an individual, to a Family Trust with respect to such individual, or otherwise for estate planning or similar purposes solely to such individual’s Family Members; and (e) any distribution by the Sponsor Member of Units of FCP to the limited partners of such Sponsor Member and/or such Sponsor Member’s parent entities.

“Person” means any individual, partnership, limited liability company, association, corporation, trust or other entity.

“Registration Statement” means, in connection with the public offering and sale of Equity Interests of Station or any Subsidiary or any successor thereof (including Newco) that owns or controls substantially all of the assets of Station, a registration statement (including pursuant to Rule 415 under the Securities Act) in compliance with the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Selling Member” has the meaning set forth in Section 3.5.2.

“Selling Stockholder” has the meaning set forth in Section 3.4.2.

“Share Drag Sale” has the meaning set forth in Section 3.4.3(a).

“Share Buyer” has the meaning set forth in Section 3.4.2.

“Share Offer” has the meaning set forth in Section 3.4.1(a)(ii).

“Share Offer Letter” has the meaning set forth in Section 3.4.1(a).

“Share Offer Period” has the meaning set forth in Section 3.4.1(a)(ii).

“Share Offerees” has the meaning set forth in Section 3.4.1(a).

“Share Purchaser” has the meaning set forth in Section 3.4.3(a).

“Share Tag Along Notice” has the meaning set forth in Section 3.4.2.

“Share Tag Sale” has the meaning set forth in Section 3.4.2.

“Share Tag Seller” has the meaning set forth in Section 3.4.2.

“Shares” means the Common Stock and any and all other Capital Stock of Station.

“Sponsor Director” has the meaning set forth in Section 2.1(a)(i).

“Sponsor Member” means FC Investor, LLC, a Delaware limited liability company, in such Person’s capacity as a Member of FCP.

“Station” has the meaning set forth in the preamble hereto.

“Station Stockholder” has the meaning set forth in the preamble hereto.

“Subject Units” has the meaning set forth in Section 3.5.1(a).

“Subject Shares” has the meaning set forth in Section 3.4.1(a).

“Subsidiaries” means all Persons in which Station owns, directly or indirectly, a majority of the Voting Stock or is a general partner or otherwise has the power to control, by agreement or otherwise, the management and general business affairs of such other Person.

“Supermajority” means a majority of the Board of Directors, including at least one Named Executive Director and one Sponsor Director, and a majority of the Board of Managers, including at least one Named Executive Director and one Sponsor Director.

“Tag Along Shares” has the meaning set forth in Section 3.4.2.

“Tag Along Units” has the meaning set forth in Section 3.5.2.

“Transfer,” “Transferee” and “Transferor” have the respective meanings set forth in Section 3.1.

“Unit Buyer” has the meaning set forth in Section 3.5.2.

“Unit Purchaser” has the meaning set forth in Section 3.5.3(a).

“Unit Drag Sale” has the meaning set forth in Section 3.5.3(a).

“Unit Offer” has the meaning set forth in Section 3.5.1(ii).

“Unit Offer Letter” has the meaning set forth in Section 3.5.1(a).

“Unit Offer Period” has the meaning set forth in Section 3.5.1(ii).

“Unit Offerees” has the meaning set forth in Section 3.5.1(a).

“Unit Tag Along Notice” has the meaning set forth in Section 3.5.2.

“Unit Tag Sale” has the meaning set forth in Section 3.5.2.

“Unit Tag Seller” has the meaning set forth in Section 3.5.2.

“Units” with respect to any Member, means the units representing such Member’s interest in FCP or Fertitta Partners, as applicable, as set forth in the books and records of FCP or Fertitta Partners, respectively.

“VoteCo Sponsor Member” means Thomas J. Barrack, Jr. or such Person who is the successor to Thomas J. Barrack, Jr. as Chairman and Chief Executive Officer at Colony Capital, LLC or is designated thereby and is the Transferee of interests in FCP VoteCo pursuant

to the terms of the FCP VoteCo Operating Agreement; provided that such Person has obtained all necessary approvals from the Gaming Authorities.

“Voting Stock” of any Person means any Capital Stock or other Equity Interests of any class or classes of such Person whose holders are entitled under ordinary circumstances (irrespective of whether at the time stock or other equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency) to vote for the election of a majority of the directors, managers, trustees or other governing body of such Person.

Section 1.2 Rules of Interpretation. Unless the context otherwise clearly requires: (a) a term has the meaning assigned to it; (b) ”or” is not exclusive; (c) wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine, feminine or neuter shall include the masculine, feminine and neuter; (d) provisions apply to successive events and transactions; (e) all references in this Agreement to “including” shall be deemed to be followed by the phrase “without limitation”; (f) all references in this Agreement to designated “Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to the designated Articles, Sections, paragraphs, clauses and other subdivisions of this Agreement, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, paragraph, clause or other subdivision; and (g) any definition of or reference to any agreement, instrument, document, statute or regulation herein shall be construed as referring to such agreement, instrument, document, statute or regulation as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein).

ARTICLE 2. BOARD OF DIRECTORS OF STATION

Section 2.1 Board of Directors. A Board of Directors shall be established to manage the business and affairs of Station in accordance with the following terms, and FCP VoteCo agrees that it will at all times take all such action as is reasonably required to elect the Board of Directors in accordance with the following terms:

(a) Appointment and Term of Directors; Vacancies.

(i) The Board of Directors shall consist of up to five (5) directors, or such other number of members as may be agreed by a Supermajority of the Board of Directors and shall initially consist of three (3) directors. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named Executive Officers shall have the right to appoint up to three (3) members of the Board of Directors (each, a “Named Executive Director,” and, collectively, the “Named Executive Directors”), and the VoteCo Sponsor Member shall have the right to appoint up to two (2) members of the Board of Directors (each, a “Sponsor Director,” and, collectively, the “Sponsor Directors”). The Named Executive Officers shall initially appoint Frank J. Fertitta III and Lorenzo J. Fertitta as Named Executive Directors and the VoteCo Sponsor Member shall initially appoint Thomas J. Barrack, Jr. as a Sponsor Director. Any member of the Board of Directors may resign at

any time upon written notice to the Company; provided, however, that, subject to applicable law, for so long as Frank J. Fertitta III and Lorenzo J. Fertitta serve as a Chief Executive Officer and/or President of Station, the Named Executive Officers shall appoint Frank J. Fertitta III and Lorenzo J. Fertitta to serve as Named Executive Directors. Any such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effective. The Named Executive Officers shall have the sole right to remove the Named Executive Directors and the VoteCo Sponsor Member shall have the sole right to remove the Sponsor Directors; provided that, the VoteCo Sponsor Member shall remove a Sponsor Director, and the Named Executive Officers shall remove a Named Executive Director, if there is Cause to remove such Sponsor Director or Named Executive Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), should any individual designated or elected as a member of the Board of Directors be unwilling or unable to serve, or otherwise cease to serve (including by means of removal), a Named Executive Director vacancy shall be filled by the Named Executive Members and a Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member.

(ii) Upon the death or Disability of both of the Named Executive Officers, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than fifty percent (50%) of the total Class A Units and Class B Units issued by FCP and Class A Units and Class B Units issued by Fertitta Partners (collectively, the “Fertitta Units”) to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if such Named Executive Members continue to own, in the aggregate, fifty percent (50%) or less but greater than twenty-five percent (25%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall have the right to appoint one (1) member of the Board of Directors, the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors and one (1) member of the Board of Directors shall be appointed as mutually agreed by such Named Executive Designees and the VoteCo Sponsor Member; (C) if such Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Designees and the VoteCo Sponsor Member, and the VoteCo Sponsor Member shall be entitled to appoint four (4) members of the Board of Directors; and (D) if such Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Designees shall not have the right to appoint any members to the Board of Directors and all members of the Board of Directors shall be appointed by the VoteCo Sponsor Member; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or 2.1(a)(ii)(C), then no action of the Board of Directors shall require the approval of a Supermajority of the

Board of Directors; provided, further, that the Named Executive Designees may only appoint those individuals set forth on Schedule III as their designee(s) to the Board of Directors or such other individual(s) reasonably acceptable to the VoteCo Sponsor Member; provided, further, that the Named Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall be required to make timely decisions and shall not be permitted to abstain from any decision that requires the approval of a Supermajority of the Board of Directors.

(iii) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station and as Chief Executive Officer and/or President of Station, the Board of Directors shall be appointed as follows: if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors will be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors will be deemed to be Sponsor Directors; provided that if the members of the Board of Directors are being appointed pursuant to this Section 2.1(a)(iii) and the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.

(iv) In the event at least one Named Executive Officer continues to serve as a member of the board of directors of Station but neither Named Executive Officer is serving as the Chief Executive Officer and/or the President of Station, the Board of Directors shall be appointed as follows: (A) if the Named Executive Members continue to own, in the aggregate, more than twenty-five percent (25%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors and the VoteCo Sponsor Member shall be entitled to appoint three (3) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors; (B) if the Named Executive Members continue to own, in the aggregate, twenty-five percent (25%) or less but greater than ten percent (10%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Named Executive Directors, the VoteCo Sponsor Member shall have the right to appoint two (2) members of the Board of Directors, which directors shall be deemed to be Sponsor Directors, and one (1) member of the Board of Directors shall be appointed as mutually agreed by the Named Executive Officers and the Named Executive Designees and the VoteCo Sponsor Member; and (C) if the Named Executive Members continue to own, in the aggregate, less than ten percent (10%) of the total number of Fertitta Units issued to the Named Executive Members on the date hereof, the Named Executive Officers and the Named Executive Designees shall have the right to appoint two (2) members of the Board

of Directors, which directors shall be deemed to be Named Executive Directors, and the VoteCo Sponsor Member shall have the right to appoint three (3) members of the Board of Directors; provided that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B), 2.1(a)(iv)(C) or 2.1(a)(iv)(D), then no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.

(v) In the event that the members of the Board of Directors are not being appointed pursuant to Section 2.1(a)(ii) and neither Named Executive Officer is serving as (i) the Chief Executive Officer and/or President of Station nor (ii) as a member of the Board of Directors of Station, then the VoteCo Sponsor Member shall have the right to appoint all of the members of the Board of Directors and no action of the Board of Directors shall require the approval of a Supermajority of the Board of Directors.

(b) Budget. If a Supermajority of the Board of Directors is required to approve the establishment of the annual budget or business plan and fails to agree on the establishment of such annual budget or business plan, the members of the Board of Directors shall work in good faith to resolve such dispute in a timely manner and each item in the annual budget or business plan shall be 105% of such item in the previous year’s annual budget or business plan, subject to any equitable adjustments for acquisitions, dispositions, new developments or other material changes to Station’s business.

(c) Quorum and Voting. During such period of time as any action of the Board of Directors could require approval by a Supermajority of the Board of Directors pursuant to the terms of this Agreement, the presence, in person or by proxy, of at least one Named Executive Director and one Sponsor Director shall constitute a quorum for the transaction of business. At any time when no possible action of the Board of Directors would require the approval of a Supermajority of the Board of Directors, a whole number of directors equal to at least a majority of the entire Board of Directors, either present or represented by proxy, shall constitute a quorum for the transaction of business, but if there be less than a quorum at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time, provided that notice of adjournment and the time and place of the rescheduled meeting shall be given to all of the directors not then in attendance. Except as otherwise provided by this Agreement, the vote of a majority of the directors present at a meeting at which a quorum is present or at an adjourned meeting shall be the act of the Board of Directors.

(d) Proxies. Each director entitled to vote at a meeting of the Board of Directors may authorize another director to act for him or her by proxy. Each proxy shall be signed by the director giving such proxy.

(e) Expenses; Compensation. Station shall pay all out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board of Directors and any committee of the Board of Directors. Members of the Board of Directors shall not be entitled to receive compensation for services to Station or its Subsidiaries in their capacities as members of the Board of Directors or the board of directors of any Subsidiary.

(f) Major Actions. Notwithstanding anything to the contrary in this Agreement, the consent of a Supermajority of the Board of Directors shall be required for Station to, or to authorize any of the Subsidiaries to, take any of the actions set forth on Schedule I (each, a “Major Action”).

Section 2.2 Station Executives. So long as the Named Executive Members hold, in the aggregate, two and one-half percent (2.5%) or more of the total number of issued and outstanding Units of FCP and Fertitta Partners, each Named Executive Officer shall retain the title, rights, duties and responsibilities held at Station immediately prior to the date of this Agreement. In the event of the death, resignation, Disability or termination of the Chief Executive Officer or President of Station, as applicable, his successor shall be nominated by the other Named Executive Officer and approved in good faith by the consent of a Supermajority of the Board of Directors, which approval shall not be unreasonably withheld.

Section 2.3 Other Activities and Competition. The members of the Board of Directors shall not be required to manage Station as their sole and exclusive function. The members of the Board of Directors may engage in or possess any interests in business ventures and may engage in other activities of every kind and description independently or with others in addition to those relating to Station except to the extent expressly provided otherwise in agreements between or among the parties hereto or their Affiliates. Each Stockholder authorizes, consents to and approves of such present and future activities by such Persons. Neither Station nor any Station Stockholder shall have any right by virtue of this Agreement or the relationship created hereby in or to other ventures or activities of the members of the Board of Directors or to the income or proceeds derived therefrom except to the extent expressly provided otherwise in agreements between or among the parties hereto or their Affiliates.

Section 2.4 Directors’ Insurance. Station shall maintain directors’ and officers’ liability insurance covering the full Board of Directors in an amount not less than [$40,000,000] or, if such amount is not available at a reasonable cost, such other amount as is approved by a Supermajority of the Board of Directors and “key man” life insurance for each of the Named Executive Officers in an amount to be approved by a Supermajority of the Board of Directors.

Section 2.5 Additional Shares; Preemptive Rights.

(a) Station may, at the discretion of a Supermajority of the Board of Directors and subject to the receipt of all required Gaming Licenses under Gaming Laws, issue additional Shares at any time and from time to time to any Person for any amount of consideration, if any, as determined in good faith by the Board of Directors;

(b) (i) In the event that Station shall sell or issue Equity Interests of Station to any Person, each Non-voting Stockholder shall have the preemptive right to purchase or subscribe to such Equity Interests on the same terms and conditions as such interests are being offered and sold, such subscription being conditioned upon the actual sale of such Equity Interests; provided, however, that if the Equity Interests to be sold or issued by Station are Voting Stock, then FCP VoteCo, and not the Non-voting Stockholders, shall have the preemptive right to purchase or subscribe to such Voting Stock on the same terms and conditions as such

Voting Stock is being offered and sold or issued; provided, further, that such preemptive rights shall not extend to Equity Interests if such interests are to be issued by Station (1) to effect a merger, (2) pursuant to employee stock option plans, employee stock purchase plans, or other employee benefit plans established exclusively for compensatory purposes, which plans are approved by the Board of Directors, (3) under a plan of reorganization approved in a proceeding under any applicable act of Congress relating to the reorganization of corporations, (4) upon conversion of or exercise of convertible securities, warrants or options, (5) pursuant to a public offering registered under the Securities Act, (6) in connection with any stock split, stock dividend or recapitalization of Station or (7) in connection with bona fide corporate partnering transactions or other bona fide strategic transactions on terms approved by a Supermajority of the Board of Directors the primary purpose of which are not to raise capital for Station. A Non-voting Stockholder’s pro rata share, for purposes of this Section 2.5, is the ratio of the number of shares of Common Stock owned by such Non-voting Stockholder immediately prior to such issuance bears to the total number of shares of Common Stock held by all Non-voting Stockholders immediately prior to such issuance.

(ii) Written notice specifying the contemplated date the new Equity Interests are to be sold or issued and the offering terms thereof shall be delivered by Station to each of the Non-voting Stockholders or FCP VoteCo, as applicable, no later than thirty (30) days or earlier than sixty (60) days prior to such contemplated sale or issue date, and each such Non-voting Stockholder or FCP VoteCo, as applicable, shall have until ten (10) days prior to the contemplated sale or issue date specified in such notice to inform Station of its intentions as to the exercise of the preemptive right provided herein. If no written reply is received by Station prior to the tenth (10th) day before the contemplated sale date specified in such notice, Station may treat the preemptive right of such non-responding holder to have been waived for that, but only for that, transaction. If the offering of Equity Interests is not fully subscribed by the Non-voting Stockholders or FCP VoteCo, as applicable, the remaining unsubscribed Equity Interests shall be reoffered by Station to the Station Stockholders that purchase their full allotment upon the terms set forth in this paragraph except that such Station Stockholders must exercise their purchase rights within seven (7) days of receipt of such reoffer. Any Equity Interests that are not purchased by the Non-voting Stockholders or FCP VoteCo pursuant to this Section 2.5 may be sold by Station to such purchasers as are approved by the Board of Directors.

ARTICLE 3. TRANSFERS OF INTERESTS

Section 3.1 General.

(a) No Equityholder may sell, assign, pledge or in any manner dispose of or create or suffer the creation of a security interest in or any encumbrance on all or a portion of its Shares of Station or Units of FCP or Fertitta Partners, as applicable (the commission of any such act being referred to as a “Transfer,” any person who effects a Transfer being referred to as a “Transferor” and any person to whom a Transfer is effected being referred to as a “Transferee”), except in accordance with the terms and conditions set forth in this Article 3, the FCP Operating Agreement and the Fertitta Partners Operating Agreement. No Transfer of Shares or Units, as applicable, shall be effective until such time as all requirements of this Article 3 in respect thereof have been satisfied and, if consents, approvals or waivers are required by the Board of

Directors, all of same shall have been confirmed in writing by the Board of Directors. No Transfer of Shares or Units, as applicable, shall be effective without the receipt of all Gaming Licenses required under applicable Gaming Laws. Any Transfer or purported Transfer of Shares or Units, as applicable, not made in accordance with this Agreement shall be null and void and of no force or effect whatsoever.

(b) Notwithstanding the foregoing, no Member may Transfer all or any portion of its (i) Class A Units other than (A) pursuant to a Permitted Transfer or (B) pursuant to Sections 3.5.1, 3.5.2 and 3.5.3 or (ii) Class B Units or Class C Units other than (x) pursuant to a Permitted Transfer or (y) pursuant to Sections 3.5.2 and 3.5.3, in any case subject to the terms and conditions of the FCP Operating Agreement and the Fertitta Partners Operating Agreement; provided, that no Member may Transfer all or any portion of its Class A Units prior to the fourth (4th) anniversary of the date hereof, unless such Transfer is approved by the consent of a Supermajority of the Board of Directors of Station, other than (i) a Permitted Transfer or (ii) in the case of the Named Executive Members, upon the death or Disability of both of the Named Executive Officers.

Section 3.2 Further Requirements with respect to Transfers of Shares. In addition to the other requirements of Section 3.1, and unless waived in whole or in part by the Board of Directors (to the extent waivable under applicable law), no Transfer of Shares of Station, including a Permitted Transfer, may be made unless the following conditions are met:

(a) The Transferor shall have paid all reasonable costs and expenses, including attorneys’ fees and disbursements and the cost of the preparation, filing and publishing of any amendment to this Agreement, incurred by Station in connection with the Transfer;

(b) The Transferor shall have delivered to Station a fully executed copy of all documents relating to the Transfer, executed by both the Transferor and the Transferee, and the agreement of the Transferee in writing and otherwise in form and substance acceptable to the Board of Directors to be bound by the terms of this Agreement.

(c) The Board of Directors shall have been reasonably satisfied, including, at its option, having received an opinion of counsel to Station reasonably acceptable to the Board of Directors, that:

(i) the Transfer will not violate the Securities Act or any other applicable Federal, state or non-United States securities laws, rules or regulations;

(ii) the Transfer will not cause some or all of the assets of Station to be “plan assets” or the investment activity of Station to constitute “prohibited transactions” under ERISA or the Code;

(iii) the Transferee shall have obtained all necessary Gaming Licenses; and

(iv) the Transfer will not cause Station to be an investment company required to be registered under the Investment Company Act of 1940, as amended.

Any waivers from the Board of Directors under this Section 3.2 shall be given or denied in the good faith and reasonable discretion of a Supermajority of the Board of Directors. Station shall reflect each Transfer and admission authorized under this Article 3 (including the terms and conditions imposed thereon by the Board of Directors) by preparing an amendment to this Agreement dated as of the date of such Transfer. The form and content of all documentation delivered to the Board of Directors under this Section 3.2 shall be subject to the approval of the Board of Directors, which approval may be granted or withheld in the good faith and reasonable discretion of the Board of Directors.

Section 3.3 Indirect Transfers. If any Equityholder is an entity that was formed primarily for the purpose of acquiring Shares or Units, as applicable, or that has no substantial assets other than Shares or Units, such Equityholder agrees that (i) its Equity Interests (and other Equity Interests in any similar entities controlling such entity) will note the restrictions contained in this Article 3 and (ii) none of such Equity Interests may be transferred to any Person other than in accordance with the terms and provisions of this Article 3 as if such Equity Interests were Shares or Units. No Equityholder shall Transfer any Shares or Units if such Transfer would violate the intention of this Section 3.3.

Section 3.4 Transfer Provisions with respect to Station

3.4.1 Right of First Offer.

(a) Prior to making any Transfer (other than pursuant to a Permitted Transfer) of Shares (the “Subject Shares”), a Non-voting Stockholder (an “Offering Stockholder”) shall deliver to Station and each other Non-voting Stockholder owning more than ten percent (10%) of the total outstanding number of Shares of Station at the time of such Transfer (the “Share Offerees”) a letter (the “Share Offer Letter”) signed by such Offering Stockholder setting forth:

(i) the prospective purchase price per Share in cash for the Subject Shares;

(ii) such Offering Stockholder’s offer, irrevocable by its terms for thirty (30) Business Days following the delivery of the Share Offer Letter (such period, the “Share Offer Period”), to sell to the Share Offerees, all but not less than all the Subject Shares, for a purchase price per Share equal to the purchase price per Share in cash set forth in such Share Offer Letter (the “Share Offer”); and

(iii) closing arrangements and, to the extent such date is determinable, a closing date (which shall be subject to the attainment of approvals from the applicable Gaming Authorities) for any purchase and sale that may be effected by the Share Offerees pursuant to this Section 3.4.1.

During the Share Offer Period, the Share Offerees shall have the right to enter into definitive agreements to purchase all but not less than all the Subject Shares for the same price per Share set forth in the Share Offer.

If more than one Share Offeree elects to purchase the Subject Shares and the aggregate number of Subject Shares elected to be purchased by all Share Offerees exceeds the actual number of Subject Shares, the Subject Shares shall be allocated among such Share

Offerees pro rata according to the number of non-voting Shares of Station owned by each such Share Offeree relative to the aggregate number of non-voting Shares of Station owned by all such Share Offerees, up to the number of Subject Shares elected to be purchased by such Share Offeree.

If, upon the expiration of the Share Offer Period, the Share Offerees elect to not exercise the right of first offer with respect to all of the Subject Shares, the Offering Stockholder may sell all, but not less than all, of such Subject Shares to a third party for not less than ninety-five percent (95%) of the purchase price per Share contained in such Share Offer; provided, however, that any such third party must execute a joinder agreement to this agreement in a form reasonably satisfactory to a Supermajority of the Board of Directors pursuant to which such third party agrees to be a “Station Stockholder” for all purposes hereunder. Prior to consummating any such sale, the Offering Stockholder shall, upon request from the Share Offerees or Station, provide the requesting party with reasonable supporting documentation with respect to the price per Share of any such sale so as to demonstrate such Offering Stockholder’s compliance with the provisions of the preceding sentence. Station shall provide such third party reasonable access to its books and records during reasonable business hours and upon reasonable advance notice at the sole cost and expense of the inspecting third party. If such sale has not been completed within two hundred seventy (270) calendar days of the closing date proposed in the Share Offer Letter, the Subject Shares covered by such Share Offer may not thereafter be sold by such Offering Stockholder unless the procedures set forth in this Section 3.4.1 shall have again been complied with.

(b) Sale of Subject Shares. If one or more of the Share Offerees accept in writing the Share Offer to purchase all but not less than all of the Subject Shares, the closing of the purchase and sale pursuant to such acceptance shall take place at the offices of Station on the date set forth in the Share Offer Letter, or at such other place or on such other date as the applicable parties may agree or such later date as may be necessary to obtain any required Gaming Licenses and other regulatory approvals. In connection with such purchase and sale, each party shall execute and deliver all agreements, certificates and other documentation reasonably requested by, and in form and substance reasonably satisfactory to, the other party to effect the purchase of the Subject Shares hereunder, and the Offering Stockholder shall execute and deliver certificates representing the Subject Shares duly endorsed for transfer.

3.4.2 Tag Along Rights. Subject to compliance with Sections 3.1 and 3.4.1, at least thirty (30) days prior to the sale of any non-voting Shares of Station by one or more Station Stockholders (collectively, the “Selling Stockholder”) in one or more series of related transactions to one or more related Persons (collectively, the “Share Buyer”) other than pursuant to a Permitted Transfer or a sale to Offerees pursuant to Section 3.4.1 (each, a “Share Tag Sale”), such Selling Stockholder shall provide to each other Non-voting Stockholder (each, a “Share Tag Seller”) a notice (a “Share Tag Along Notice”) setting forth in reasonable detail the terms of such sale, the aggregate number of non-voting Shares such Share Buyer wishes to purchase (the “Tag Along Shares”) and identifying the name and address of the Share Buyer. Upon the written request of any Share Tag Seller made prior to the later of (x) the fifteenth (15th) day after the day the Share Tag Along Notice is received by such Share Tag Seller and (y) five (5) Business Days following the expiration of the Share Offer Period in respect of such Share Tag Sale under Section 3.4.1 above, subject to applicable Gaming Laws and the receipt of all

required Gaming Licenses, the Selling Stockholder proposing to make the sale shall cause the Share Buyer to purchase from such Share Tag Seller the number of non-voting Shares held by such Share Tag Seller equal to the lesser of (i) the number of non-voting Shares requested to be included in the Share Tag Sale by such Share Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of non-voting Shares held by such Tag Seller, and the denominator of which is the total number of non-voting Shares held by all of the Share Tag Sellers and the Selling Stockholder by (y) the number of Tag Along Shares to be sold in such Share Tag Sale. Such purchase shall be made on the same date and on terms and conditions at least as favorable to such Share Tag Seller as the terms and conditions contained in the Share Tag Along Notice delivered in connection with such proposed transaction. Each Share Tag Seller shall take all actions which the Selling Stockholder deems reasonably necessary or desirable to consummate such transaction, including (i) entering into agreements with third parties which may include representations, indemnities, holdbacks and escrows, provided, that such agreements are on terms substantially identical or more favorable to such Share Tag Seller than those agreed to by the Selling Stockholder (except that, in the case of representations, warranties, holdbacks and escrows pertaining specifically to the Selling Stockholder, each Share Tag Seller shall make comparable representations, warranties, holdbacks and escrows, in each case to the extent applicable and pertaining specifically to itself and only itself); provided, further, that all representations, warranties, conditions, holdbacks and escrows shall be of each the Selling Stockholder and each Share Tag Seller severally and not jointly and that any liability to the Selling Stockholder and the Share Tag Seller thereunder shall be borne by each of them on a pro rata basis determined according to the number of Shares sold by each of them, and (ii) obtaining all consents and approvals reasonably necessary or desirable to consummate such transaction. The Share Tag Sellers and the Selling Stockholder shall each pay its pro rata share (based upon the portion of the gross proceeds each Share Tag Seller and the Selling Stockholder are entitled to receive in such Share Tag Sale relative to the gross proceeds of the Share Tag Sale) of any reasonable transaction costs associated with the sale other than the legal expenses and selling commissions of the other participants in the Share Tag Sale.

3.4.3 Drag Along Rights.

(a) If a Supermajority of the Board of Directors of Station approves a sale of all of the Shares to a Person (the “Share Purchaser”) other than another Station Stockholder or an Affiliate of a Station Stockholder (a “Share Drag Sale”), subject to applicable Gaming Laws, the Station Stockholders selling such interests (the “Dragging Stockholders”) may, at their option, require each other Station Stockholder (the “Dragged Stockholders”) to sell all of the Shares held by such Dragged Stockholders.

(b) Subject to the receipt of all required Gaming Licenses, the Dragging Stockholders shall give each Dragged Stockholder not less than fifteen (15) days prior to the date of the proposed sale, a notice summarizing the economic terms of such Share Drag Sale, including the purchase price, closing date and the identity of the Share Purchaser. The Dragged Stockholder sale shall be made on the same date, at the same price and on the same terms and conditions as provided with respect to the sale of Shares by such Dragging Stockholder to such Share Purchaser. In connection with any Share Drag Sale, each Dragged Stockholder shall take such actions as may be reasonably required by the Dragging Stockholders and shall otherwise

cooperate in good faith with the Dragging Stockholders. At the closing of a Share Drag Sale, each Dragged Stockholder shall deliver to such Share Purchaser all documents and instruments as may be reasonably requested by such Share Purchaser in connection with such Share Drag Sale, against payment of the appropriate purchase price; provided that the Dragged Stockholders shall not be required to make any representations and warranties except those relating to title of their Shares, due authorization of the Share Drag Sale and the absence of conflicts, which such representations and warranties shall be made severally and not jointly and that the liability of the Station Stockholders thereunder shall be borne by each of them on a pro rata basis determined according to the aggregate proceeds received by each of them in the Share Drag Sale and no Dragged Stockholder shall be required to agree to, or be deemed to have agreed to, any non-financial terms, covenants and agreements such as non-competition and non-solicitation agreements without its express written consent. In the event that any such Share Drag Sale is structured as a merger, consolidation or similar business combination, each Station Stockholder agrees to vote in favor of the transaction and take all action to waive any dissent, appraisal or other similar rights; provided, further, that, notwithstanding the foregoing, each Dragged Stockholder may be liable for breaches of representations and warranties about Station or the Subsidiaries and their operations so long as such liability is not in excess of such Dragged Stockholder’s pro rata percentage interest in the aggregate proceeds of the Share Drag Sale.

(c) Upon consummation of a Share Drag Sale, if a Dragged Stockholder has not delivered any documents and instruments as contemplated by the preceding paragraph (b), such Dragged Stockholder shall no longer be considered a holder of Shares, and such Dragged Stockholder’s sole rights with respect to such Shares shall be to receive the consideration receivable in connection with such Share Drag Sale upon delivery of the appropriate documents and instruments.

Section 3.5 Transfer Provisions with respect to FCP and Fertitta Partners

3.5.1 Right of First Offer.

(a) Prior to making any Transfer (other than pursuant to a Permitted Transfer) of Class A Units in FCP or Fertitta Partners (the “Subject Units”), a Member (an “Offering Member”) shall deliver to FCP, Fertitta Partners and each Class A Member owning more than ten percent (10%) of the total outstanding number of Class A Units of FCP and Fertitta Partners at the time of such Transfer (the “Unit Offerees”) a letter (the “Unit Offer Letter”) signed by such Offering Member setting forth:

(i) the prospective purchase price per Class A Unit in cash for the Subject Units;

(ii) such Offering Member’s offer, irrevocable by its terms for thirty (30) Business Days following the delivery of the Unit Offer Letter (such period, the “Unit Offer Period”), to sell to the Unit Offerees, all but not less than all the Subject Units, for a purchase price per Class A Unit equal to the purchase price per Class A Unit in cash set forth in such Unit Offer Letter (the “Unit Offer”); and

During the Unit Offer Period, the Unit Offerees shall have the right to enter into definitive agreements to purchase all but not less than all the Subject Units for the same price per Class A Unit set forth in the Unit Offer.

If more than one Unit Offeree elects to purchase the Subject Units and the aggregate number of Subject Units elected to be purchased by all Unit Offerees exceeds the actual number of Subject Units, the Subject Units shall be allocated among such Unit Offerees pro rata according to the number of Class A Units of FCP and Fertitta Partners owned by each such Unit Offeree relative to the aggregate number of Class A Units of FCP and Fertitta Partners owned by all such Unit Offerees, up to the number of Subject Units elected to be purchased by such Unit Offeree.

If, upon the expiration of the Unit Offer Period, the Unit Offerees elect to not exercise the right of first offer with respect to all of the Subject Units, the Offering Member may sell all, but not less than all, of such Subject Units to a third party for not less than ninety-five percent (95%) of the purchase price per Class A Unit contained in such Unit Offer. Prior to consummating any such sale, the Offering Member shall, upon request from the Unit Offerees, FCP or Fertitta Partners, provide the requesting party with reasonable supporting documentation with respect to the price per Class A Unit of any such sale so as to demonstrate such Offering Member’s compliance with the provisions of the preceding sentence. FCP and Fertitta Partners shall provide such third party reasonable access to its books and records during reasonable business hours and upon reasonable advance notice at the sole cost and expense of the inspecting third party. If such sale has not been completed within two hundred seventy (270) calendar days of the closing date proposed in the Unit Offer Letter, the Subject Units covered by such Unit Offer may not thereafter be sold by such Offering Member unless the procedures set forth in this Section 3.5.1 shall have again been complied with.

(b) Sale of Subject Units. If one or more of the Unit Offerees accept in writing the Unit Offer to purchase all but not less than all of the Subject Units, the closing of the purchase and sale pursuant to such acceptance shall take place at the offices of FCP and Fertitta Partners on the date set forth in the Unit Offer Letter, or at such other place or on such other date as the applicable parties may agree or such later date as may be necessary to obtain any required Gaming Licenses and other regulatory approvals. In connection with such purchase and sale, each party shall execute and deliver all agreements, certificates and other documentation reasonably requested by, and in form and substance reasonably satisfactory to, the other party to effect the purchase of the Subject Units hereunder, and the Offering Member shall execute and deliver certificates representing the Subject Units duly endorsed for transfer.

3.5.2 Tag Along Rights. Subject to compliance with Sections 3.1 and 3.5.1, at least thirty (30) days prior to the sale of any Class A Units of FCP and/or Fertitta Partners by one or more Members (collectively, the “Selling Member”) in one or more series of related transactions to one or more related Persons (collectively, the “Unit Buyer”) other than pursuant to a Permitted Transfer or a sale to Unit Offerees pursuant to Section 3.5.1 (each, a

“Unit Tag Sale”), such Selling Member shall provide to each other Member of FCP and Fertitta Partners (if and only if the equity value of FCP and Fertitta Partners is such that a sale of all assets of FCP and Fertitta Partners for the aggregate equity value of FCP and Fertitta Partners implied by the purchase price of the Class A Units being sold by the Member (and if such equity value is not mathematically determinable assuming the highest possible implied equity value) and the distribution of such amount pursuant to the terms of the FCP Operating Agreement and the Fertitta Partners Operating Agreement would have resulted in the Class B Members or Class C Members of FCP and Fertitta Partners receiving distributions) (each, a “Unit Tag Seller”) a notice (a “Unit Tag Along Notice”) setting forth in reasonable detail the terms of such sale, the aggregate number of Units such Unit Buyer wishes to purchase (the “Tag Along Units”) and identifying the name and address of the Unit Buyer. Upon the written request of any Unit Tag Seller made prior to the later of (x) the fifteenth (15th) day after the day the Unit Tag Along Notice is received by such Unit Tag Seller and (y) five (5) Business Days following the expiration of the Unit Offer Period in respect of such Unit Tag Sale under Section 3.5.1 above, subject to applicable Gaming Laws and the receipt of all required Gaming Licenses, the Selling Member proposing to make the sale shall cause the Unit Buyer to purchase from such Unit Tag Seller the number of Units held by such Unit Tag Seller equal to the lesser of (i) the number of Units requested to be included in the Unit Tag Sale by such Unit Tag Seller and (ii) a number determined by multiplying (x) a fraction, the numerator of which is the total number of Units of FCP and Fertitta Partners held by such Unit Tag Seller, and the denominator of which is the total number of Units of FCP and Fertitta Partners held by all of the Unit Tag Sellers and the Selling Member by (y) the number of Tag Along Units to be sold in such Unit Tag Sale. Such purchase shall be made on the same date, at a price equal to a proportionate share of the aggregate purchase price paid in such Unit Tag Sale (which proportionate share shall be based upon the amount that would be distributable to such Unit Tag Seller relative to the amount that would be distributable to all other Selling Members had an amount equal to the equity value of FCP and Fertitta Partners implied by such purchase price been distributed pursuant to Section 5.1 of the FCP Operating Agreement and the Fertitta Partners Operating Agreement (as determined by a Supermajority of the Board of Managers of FCP)) and on terms and conditions at least as favorable to such Unit Tag Seller as the terms and conditions contained in the Unit Tag Along Notice delivered in connection with such proposed transaction (and if a unique implied equity value is not mathematically determinable, using the highest possible implied purchase price). Each Unit Tag Seller shall take all actions which the Selling Member deems reasonably necessary or desirable to consummate such transaction, including (i) entering into agreements with third parties which may include representations, indemnities, holdbacks and escrows, provided, that such agreements are on terms substantially identical or more favorable to such Unit Tag Seller than those agreed to by the Selling Member (except that, in the case of representations, warranties, holdbacks and escrows pertaining specifically to the Selling Member, each Unit Tag Seller shall make comparable representations, warranties, holdbacks and escrows, in each case to the extent applicable and pertaining specifically to itself and only itself); provided, further, that all representations, warranties, conditions, holdbacks and escrows shall be of each the Selling Member and each Unit Tag Seller severally and not jointly and that any liability to the Selling Member and the Unit Tag Seller thereunder shall be borne by each of them on a pro rata basis determined according to the number of Units sold by each of them, and (ii) obtaining all consents and approvals reasonably necessary or desirable to consummate such transaction. The Unit Tag Sellers and the Selling Member shall each pay its pro rata share

(based upon the portion of the gross proceeds each Unit Tag Seller and the Selling Member are entitled to receive in such Unit Tag Sale relative to the gross proceeds of the Unit Tag Sale) of any reasonable transaction costs associated with the sale other than the legal expenses and selling commissions of the other participants in the Unit Tag Sale.

3.5.3 Drag Along Rights.

(a) If a Supermajority of the Board of Managers of FCP approves a sale of all of the Units of FCP and/or Fertitta Partners (such company, the “Drag Subject Company”) to a Person (the “Unit Purchaser”) other than another Member or an Affiliate of a Member (a “Unit Drag Sale”), subject to applicable Gaming Laws, the Members selling such interests (the “Dragging Members”) may, at their option, require each other Member of FCP and Fertitta Partners (the “Dragged Members”) to sell all of the Units of FCP and Fertitta Partners held by such Dragged Members.

(b) Subject to the receipt of all required Gaming Licenses, the Dragging Members shall give each Dragged Member not less than fifteen (15) days prior to the date of the proposed sale, a notice summarizing the economic terms of such Drag Sale, including the purchase price, closing date and the identity of the Unit Purchaser. The Dragged Member sale shall be made on the same date, at a price equal to a proportionate share of the aggregate purchase price paid in such Unit Drag Sale (which proportionate share shall be based upon the amount that would be distributable to such Dragged Member relative to the amount that would be distributable to all other Dragging and Dragged Members had an amount equal to the equity value of FCP and Fertitta Partners implied by such purchase price been distributed pursuant to Section 5.1 of the FCP Operating Agreement and the Fertitta Partners Operating Agreement (as determined by a Supermajority of the Board of Managers of FCP)) and on terms and conditions at least as favorable to such Dragged Member as the terms and conditions as the sale by the Dragging Members (and if a unique implied purchase price is not mathematically determinable, using the highest possible implied purchase price). In connection with any Unit Drag Sale, each Dragged Member shall take such actions as may be reasonably required by the Dragging Members and shall otherwise cooperate in good faith with the Dragging Members. At the closing of a Unit Drag Sale, each Dragged Member shall deliver to such Unit Purchaser all documents and instruments as may be reasonably requested by such Unit Purchaser in connection with such Unit Drag Sale, against payment of the appropriate purchase price; provided that the Dragged Members shall not be required to make any representations and warranties except those relating to title of their Units, due authorization of the Unit Drag Sale and the absence of conflicts, which such representations and warranties shall be made severally and not jointly and that the liability of the Members thereunder shall be borne by each of them on a pro rata basis determined according to the aggregate proceeds received by each of them in the Unit Drag Sale and no Dragged Member shall be required to agree to, or be deemed to have agreed to, any non-financial terms, covenants and agreements such as non-competition and non-solicitation agreements without its express written consent. In the event that any such Unit Drag Sale is structured as a merger, consolidation or similar business combination, each Member agrees to vote in favor of the transaction and take all action to waive any dissent, appraisal or other similar rights; provided, further, that, notwithstanding the foregoing, each Dragged Member may be liable for breaches of representations and warranties about FCP, Fertitta

Partners or the Subsidiaries and their operations so long as such liability is not in excess of such Dragged Member’s pro rata percentage interest in the aggregate proceeds of the Unit Drag Sale.

(c) Upon consummation of a Unit Drag Sale, if a Dragged Member has not delivered any documents and instruments as contemplated by the preceding paragraph (b), such Dragged Member shall no longer be considered a holder of Units, and such Dragged Member’s sole rights with respect to such Units shall be to receive the consideration receivable in connection with such Unit Drag Sale upon delivery of the appropriate documents and instruments.

Section 3.6 Initial Public Offering.

(a) (i) During the period beginning on the fourth (4th) anniversary of the date of this Agreement and ending on the seventh (7th) anniversary of the date of this Agreement, if the Named Executive Members and (ii) on and after the seventh (7th) anniversary of this Agreement, if the Sponsor Member(s), provide Station with written notice of their desire to pursue an Initial Public Offering, each Equityholder shall support and do all things within its power to approve, and to cause the Board of Directors to approve, the Initial Public Offering. The Board of Directors and the officers of Station shall be responsible for all aspects of the Initial Public Offering. Upon the consummation of an Initial Public Offering, Sections 2.1, 3.5.1, 3.5.2 and 3.5.3 hereof shall no longer be applicable; provided, that if such Initial Public Offering is consummated by a Subsidiary of Station or successor thereof (including Newco) in accordance with this Agreement, [(i) the governance structure set forth in Article 2 hereof shall be applied to such Subisidiary,] (ii) a Class A Member shall have the right, exercisable at any time and from time to time at such Member’s discretion, to exchange Class A Units of FCP or Fertitta Partners for shares of common stock of such Subsidiary or successor, and (iii) the Board of Directors, including a Supermajority of the Board of Directors, if required, and the Equityholders hereby agree to take such other actions, including amendments to this Agreement, as may be reasonably required in connection with such Initial Public Offering to give effect to the relative rights and obligations of the Equityholders contained herein, which remain in effect following an Initial Public Offering.

(b) The Equityholders acknowledge and agree that in the event of any Initial Public Offering, the Units of FCP and Fertitta Partners shall be converted into cash and shares of Newco in accordance with the terms of the FCP Operating Agreement and the Fertitta Partners Operating Agreement. Further, the Equityholders acknowledge and agree that no public offering of the Units of FCP, Fertitta Partners or their respective corporate successors shall be effected.

ARTICLE 4. NAMED EXECUTIVE MEMBER LOANS

Section 4.1 Named Executive Member Loans. In the event that any Named Executive Member(s) is entitled to make additional capital contributions to Station or any Subsidiary pursuant to the terms of Fertitta Partners Operating Agreement and notifies the Sponsor Member of its election to exercise its rights hereunder, the Sponsor Member shall make a loan (a “Named Executive Member Loan”) to the Named Executive Member(s) in an amount up to eighty percent (80%) of the purchase price for the Additional Capital Contribution (as

defined in Fertitta Partners Operating Agreement) that the Named Executive Member(s) shall have made pursuant to Section 3.1(d)(i) of Fertitta Partners Operating Agreement. The Named Executive Member Loan shall be secured by a pledge of such number of the Class A Units of Fertitta Partners owned by the Named Executive Members equal in value to one hundred and twenty percent (120%) of the amount loaned to the Named Executive Members for the Additional Capital Contribution and, after the second anniversary of the date the Sponsor Member makes the loan, any accrued but unpaid interest thereon (the “Named Executive Member Loan Amount”). At the request of the Sponsor Member(s), but in no event more than once during any twelve (12) month period, a valuation of the Class A Units of Fertitta Partners shall be performed by a valuation firm mutually acceptable to the Named Executive Members and the Sponsor Member. Within ten (10) Business Days of such valuation, the Named Executive Members shall pledge such additional number of Class A Units of Fertitta Partners necessary to retain a pledge equal in value to one hundred and twenty percent (120%) of the Named Executive Member Loan Amount. Each such Named Executive Member Loan shall be made on the terms and subject to the conditions set forth in the Secured Promissory Note attached hereto as Exhibit A.

ARTICLE 5. ISSUANCE OF CLASS C UNITS

Section 5.1 Issuance of Class C Units. In the event that Class C Units of FCP are issued pursuant to the FCP Operating Agreement, an equal number of Class C Units of Fertitta Partners shall be issued to the same Persons and in the same proportions as the newly-issued Class C Units of FCP. No Class C Units of Fertitta Partners shall be issued except in accordance with this Section 5.1.

ARTICLE 6. MISCELLANEOUS

Section 6.1 Amendments. Amendments to this Agreement may be made by the Board of Directors without the consent of any Equityholder if those amendments are: (i) of an inconsequential nature and do not adversely affect the right of any Equityholder in any material respect (as reasonably determined in good faith by the Board of Directors); (ii) for the purpose of adding additional parties hereto; or (iii) contemplated by this Agreement, the Merger Agreement or the transactions expressly contemplated thereby. Amendments to this Agreement other than those described in the foregoing sentence may be made only if approved by a Supermajority of the Board of Directors; provided, however, that, unless otherwise specifically contemplated by this Agreement, no amendment to this Agreement shall, without the prior consent of each Equityholder adversely affected thereby, disproportionately adversely affect the rights of any Equityholder. Station shall send to each Equityholder a copy of any amendment to this Agreement. Each Equityholder hereby agrees to cooperate and take all actions reasonably requested by the Board of Directors to give effect to any amendment to this Agreement approved in accordance with this Section 6.1.

Section 6.2 Notices. All notices, demands or requests required or permitted under this Agreement must be in writing, and shall be made by hand delivery, certified mail, overnight courier service or facsimile to the address or facsimile number set forth below such

Equityholder’s name on the signature page hereto, but any party may designate a different address, or facsimile number by a notice similarly given to Station, FCP and Fertitta Partners. Any such notice or communication shall be deemed given when delivered by hand, if delivered on a Business Day, the next Business Day after delivery by hand if delivered by hand on a day that is not a Business Day; four Business Days after being deposited in the United States mail, postage prepaid, return receipt requested, if mailed; on the next Business Day after being deposited for next day delivery with Federal Express or a similar overnight courier; when receipt is acknowledged, if sent by facsimile on a Business Day; and the next Business Day following the day on which receipt is acknowledged if sent by facsimile on a day that is not a Business Day.

Section 6.3 Entire Agreement. This Agreement, together with the FCP Operating Agreement and the Fertitta Partners Operating Agreement, constitute the entire agreement among the parties with respect to the subject matter hereof. It supersedes any prior agreement or understandings among them with respect to the subject matter hereof, and it may not be modified or amended in any manner other than as set forth herein.

Section 6.4 Governing Law. This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of Nevada.

Section 6.5 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced as a result of any rule of law or public policy, all other terms and other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the greatest extent possible.

Section 6.6 Effect. Except as herein otherwise specifically provided, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, successors and permitted assigns.

Section 6.7 Captions. Captions contained in this Agreement are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Agreement or any provision hereof.

Section 6.8 Counterparts. This Agreement may contain more than one counterpart of the signature page and this Agreement may be executed by the affixing of the signatures of each of the Equityholders to one of such counterpart signature pages. All of such counterpart signatures pages shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page.

Section 6.9 Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL

RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.

Section 6.10 Binding Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement which cannot be amicably resolved among the parties, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration in Las Vegas, Nevada, before a panel of three arbitrators, in accordance with the laws of the State of Nevada for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in effect on the date of commencement of the arbitration (or subsequent, equivalent JAMS rules). The decision in writing of any two arbitrators, when delivered to the parties, shall be final and binding on the parties. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. The arbitrators and the parties shall maintain the confidentiality of the arbitration and dispute resolution proceedings and shall have the authority to make appropriate rulings to safeguard that confidentiality, unless the parties agree otherwise. The arbitrators shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

Section 6.11 Gaming Suitability.

(a) For so long as Station remains subject to regulation under any Gaming Laws, ownership of Station shall be held subject to the applicable provisions of any applicable Gaming Laws. If a Station Stockholder is found to be unsuitable by any Gaming Authorities, then the Station Stockholder shall dispose of its interest in Station pursuant to the applicable provisions or the requirements of any Gaming Laws of any Gaming Authorities.

(b) The election of an individual to serve as a director, manager or officer of Station is subject to any qualifications or approvals required under any Gaming Laws. For purposes of this Agreement, an individual shall be qualified to serve as a director, manager or officer for so long as that individual is determined to be, and continues to be, licensed, qualified and found suitable by all Gaming Authorities having jurisdiction over Station, or any such director, manager or officer and under all applicable Gaming Laws.

Section 6.12 Restructuring, Exchanges, etc., Affecting the Shares. Except as expressly provided herein, the provisions of this Agreement shall apply to any and all Shares of Station or any successor or assignee of Station (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the Shares, by reason of any stock dividend, split, reverse split, combination, restructuring, reclassification, merger, consolidation, or otherwise in such a manner as to reflect the intent and meaning of the provisions hereof. Upon the occurrence of any of such events, numbers of shares and amounts hereunder and any other appropriate terms shall be appropriately adjusted, as determined in good faith by the Board of Directors.

Section 6.13 Conflict with Bylaws, Articles of Incorporation or FCP Voteco Operating Agreement. The Equityholders agree that in the event any term or provision of the

Bylaws conflict with this Agreement, this Agreement shall control and all Equityholders shall take all action reasonably necessary to amend the Bylaws so that they shall not conflict, including voting in favor of such amendments thereto as shall be reasonably necessary to conform the Bylaws to the provisions of this Agreement; provided, however, that the Equityholders further agree that to the extent that there is any conflict among the terms and provisions of this Agreement, the Articles of Incorporation of Station, the Bylaws and the FCP Voteco Operating Agreement, the terms and provisions of the FCP Voteco Operating Agreement shall prevail.

Section 6.14 Supermajority Consent Not Required. Notwithstanding anything to the contrary in this Agreement, the consent of a Supermajority of the Board of Directors is not required at any time that the consent of a Supermajority of the Board of Managers of FCP VoteCo would not be required pursuant to the terms of the FCP VoteCo Operating Agreement.

[Signature Page Follows]

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

IN WITNESS WHEREOF, the undersigned has caused this counterpart signature page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC and Fertitta Partners LLC, dated as of , 200 , to be duly executed as of the date first above written.

	STATION CASINOS, INC.


	By:
	Name:
	Title:


	Address for Notices:

	2960 West Sahara Avenue, Suite 200
	Las Vegas, Nevada 89102
	Attn:		Frank J. Fertitta III

	Phone:		(702) 367-9969
	Fax:		(702) 367-9675
	e-mail:

EQUITYHOLDERS AGREEMENT OF
STATION CASINOS, INC.,
FERTITTA COLONY PARTNERS LLC
AND
FERTITTA PARTNERS LLC

		FERTITTA COLONY PARTNERS LLC


		By:
		Name:
		Title:


		Address for Notices:

		2960 West Sahara Avenue, Suite 200
		Las Vegas, Nevada 89102
		Attn:		Frank J. Fertitta III

		Phone:		(702) 367-9969
		Fax:		(702) 367-9675
		e-mail:

EQUITYHOLDERS AGREEMENT OF
STATION CASINOS, INC.,
FERTITTA COLONY PARTNERS LLC
AND
FERTITTA PARTNERS LLC

		FERTITTA PARTNERS LLC


		By:
		Name:
		Title:


		Address for Notices:

		2960 West Sahara Avenue, Suite 200
		Las Vegas, Nevada 89102
		Attn:		Frank J. Fertitta III

		Phone:		(702) 367-9969
		Fax:		(702) 367-9675
		e-mail:

EQUITYHOLDERS AGREEMENT OF
STATION CASINOS, INC.,
FERTITTA COLONY PARTNERS LLC
AND
FERTITTA PARTNERS LLC

		FCP HOLDING, INC.


		By:
		Name:
		Title:


		Address for Notices:

		2960 West Sahara Avenue, Suite 200
		Las Vegas, Nevada 89102
		Attn:		Frank J. Fertitta III

		Phone:		(702) 367-9969
		Fax:		(702) 367-9675
		e-mail:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

		FCP VOTECO LLC


		By:
		Name:
		Title:


		Address for Notices:

		2960 West Sahara Avenue, Suite 200
		Las Vegas, Nevada 89102
		Attn:		Frank J. Fertitta III

		Phone:		(702) 367-9969
		Fax:		(702) 367-9675
		e-mail:

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

IN WITNESS WHEREOF, the undersigned Member has caused this counterpart signature page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC and Fertitta Partners LLC, dated as of , 200 , to be duly executed as of the date first above written.

FC INVESTOR, LLC


By:
	Name:
	Title:


Address for Notices:

1999 Avenue of the Stars
Suite 1200
Los Angeles, California 90067
Attn:

Phone:		(310) 282-8820
Fax:
e-mail:

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

FJF INVESTCO, LLC


By:
	Name:
	Title:


Address for Notices:

2960 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
Attn:		Frank J. Fertitta III

Phone:		(702) 367-9969
Fax:
e-mail:

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

LJF INVESTCO, LLC


By:
	Name:
	Title:


Address for Notices:

2960 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
Attn:		Frank J. Fertitta III

Phone:		(702) 367-9969
Fax:
e-mail:

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

BLS INVESTCO, LLC


By:
	Name:		Blake L. Sartini
	Title:		Manager


Address for Notices:

P.O. Box 31106
Las Vegas, Nevada 89173
Attn:		Blake L. Sartini

Phone:		(702) 891-4288
Fax:		(702) 891-4289
e-mail:		Joe.Stone@sartinienterprises.com

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

FCP CLASS B HOLDCO LLC


By:
	Name:
	Title:


Address for Notices:

2960 West Sahara Avenue, Suite 200
Las Vegas, Nevada 89102
Attn:		Frank J. Fertitta III

Phone:		(702) 367-9969
Fax:
e-mail:

DATED AS OF:

EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC

	[NAME OF MEMBER]


	By:
		Name:
		Title:

	Address for Notices:



	Attn:

	Phone:
	Fax:
	e-mail:

SCHEDULE I

MAJOR ACTIONS

The following actions constitute Major Actions, whether by Station or any Subsidiary:

(i) entry into any agreement or transaction between Station or any Subsidiary, on the one hand, and any Station Stockholder or any Affiliate of a Station Stockholder (other than Station or any Subsidiary), on the other, if the cost of such agreement or transaction, individually or in the aggregate, exceeds $100,000 in any year, other than (A) transactions expressly contemplated by this Agreement, and (B) items purchased in the ordinary course of business by the purchasing department of Station or any Subsidiary which are purchased on behalf of a Named Executive Officer and for which Station or such Subsidiary is promptly reimbursed by such Named Executive Officer;

(ii) the establishment or modification of the annual budget, business plan and interest rate hedging policy of Station and the Subsidiaries; provided, that if a Supermajority of the Board of Directors fails to approve the performance thresholds the Named Executive Officers and the next four (4) highest paid senior executives of Station are required to attain in order to earn bonus targets in any year, such performance thresholds shall be the performance thresholds of the previous year, plus a 5% increase, subject to reasonable adjustments due to actual performance above or below such pro forma business plan as a result of unanticipated project expansion delays, accelerations or project acquisitions;

(iii) other than as contemplated by the annual budget, the commitment to or incurrence of any other capital expenditure or series of related capital expenditures in an amount that exceeds $15 million in any fiscal year;

(iv) any material amendment to (A) the Articles of Incorporation or the Bylaws of Station or the organizational documents of any material Subsidiary, (B) this Agreement or (C) the FCP Operating Agreement or the Fertitta Partners Operating Agreement;

(v) any material change in the line of business or entry into a gaming jurisdiction not regulated by the Nevada Gaming Authorities or the National Indian Gaming Commission by Station;

(vi) any material restriction on the business activities of Station or any of the Subsidiaries affecting, directly or indirectly, the business activities of the Station Stockholders;

(vii) the compromise or settlement of any lawsuit or administrative matter where the amount Station or any of the Subsidiaries is required to pay individually or in the aggregate pursuant to such compromise or settlement is in excess of $15 million;

(viii) the setting of compensation for the Named Executive Officers and the four (4) next highest paid senior executives of Station, including their successors or replacements;

(ix) the approval of the appointment of a Chief Executive Officer and President of Station other than a Named Executive Officer;

(x) the authorization of any contribution of additional capital to Station by any of the Station Stockholders;

(xi) prior to the fourth (4th) anniversary of the date hereof, the authorization of an Initial Public Offering;

(xii) the authorization of any dividend or distribution to any Station Stockholder;

(xiii) prior to the fourth (4th) anniversary of the date hereof, the authorization of the Transfer of any Class A Units by any Member, other than (A) a Permitted Transfer or (B) in the case of the Named Executive Members, upon the death or Disability of both of the Named Executive Officers;

(xiv) a determination of the fair market value of any asset of Station or any Subsidiary, as the case may be, as of any date;

(xv) the establishment or release of any reserves as to Station or any Subsidiary;

(xvi) the establishment and composition of committees of the Board of Directors;

(xvii) the merger or consolidation of Station or any of the Subsidiaries (other than a merger or consolidation of Station with any of its wholly-owned Subsidiaries or of any of Station’s wholly-owned Subsidiaries with any other of Station’s wholly-owned Subsidiaries), whether to effect an acquisition or divestiture of assets or otherwise or any other transaction causing a Change of Control;

(xviii) any sale, lease or other conveyance of assets of Station or any of the Subsidiaries in any transaction or series of related transactions (other than any sale, lease or other conveyance of assets of any wholly-owned Subsidiary to Station or any of Station’s other wholly-owned Subsidiaries), in each case outside the ordinary course of business or any assets (other than obsolete inventory or inventory sold in the ordinary course of business), except for sales, leases or other conveyances of assets in a single transaction or series of related transactions with a fair market value of less than $15 million;

(xix) any guarantee, assumption or incurrence of indebtedness for, or grant of any security interests to secure, borrowed money in excess of $15 million by Station or any of the Subsidiaries at any one time other than (A) any indebtedness outstanding as of the date hereof, (B) intercompany indebtedness and (C) trade indebtedness incurred in the ordinary course of business;

(xx) the commencement of any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of Station or any Subsidiary in any

form of transaction, any arrangement with creditors, or the consent to entry of an order for relief in an involuntary case, or take the conversion of an involuntary case to a voluntary case, or the consent to the appointment or taking possession by a receiver, trustee or other custodian for all or substantially all of its property, or otherwise seek the protection of any applicable bankruptcy or insolvency law, other than any such actions with respect to a non-material Subsidiary where, in the good faith judgment of the Board of Directors, the maintenance or preservation of such Subsidiary is no longer desirable in the conduct of the business of Station or any Subsidiary; and

(xxi) the appointment, removal or replacement of any independent director of Station or any Subsidiary.

SCHEDULE II

OWNERSHIP OF STATION STOCK

SCHEDULE III

LIST OF DESIGNEES

EXHIBIT A

FORM OF

SECURED PROMISSORY NOTE

As of

(plus such amounts as may be added to

principal as provided in Section 1.2 below)

FOR VALUE RECEIVED, (the “Borrower”), hereby promises to pay the aggregate principal sum of Dollars ($ ), plus interest as provided below, to the order of (the “Secured Party”), or the Secured Party’s assigns, as applicable as described in Section 1.1 below; Terms used herein and not otherwise defined have the meanings ascribed to them in the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC and Fertitta Partners LLC, dated as of , 200 (the “Agreement”).

1. Payment.

1.1 Principal. Subject to the provisions of Section 1.4 hereof, the entire principal amount of this Secured Promissory Note (this “Note”), together with all accrued and unpaid interest thereon, shall be paid on the earlier to occur of (i) a sale of FCP, Fertitta Partners or Station, (ii) one year after an initial underwritten public offering of Station or (iii) a bankruptcy of FCP, Fertitta Partners or Station, and may be paid in cash or in stock (such stock to be valued at the time of such sale or initial public offering, as applicable), at the Borrower’s option (the “Maturity Date”).

1.2 Interest. Until the second anniversary of the date hereof, interest shall accrue with respect to the unpaid principal amount of this Note at a rate of LIBOR plus one and a half percent (1.5%) per annum and shall be paid in cash quarterly on , , and , commencing on (each a “Quarterly Payment Date”). If the last day of the calendar quarter is a Saturday, Sunday or business holiday under the laws of the State of Nevada, the payment that would otherwise be due thereon instead shall be due on the next-succeeding business day, and such extension of time shall be included in computing the interest due in respect of said payment. From and after the second anniversary of the date of this agreement until the Maturity Date, interest shall accrue with respect to the unpaid principal amount of this Note at a rate of LIBOR plus four percent (4%) and the principal amount of this Note shall be automatically increased by the amount of the accrued interest on each Quarterly Payment Date. Interest shall be computed on the basis of a 360-day year and a 90-day calendar quarter and on the actual number of days elapsed in any period of less than one calendar quarter. All accrued and unpaid interest shall be due and payable on the Maturity Date.

1.3 Prepayment. The Borrower may prepay, in whole or in part, the principal outstanding and/or the interest accrued hereunder. The Borrower shall be required to use the after-tax cash proceeds realized from the sale of Class A Units or Class B Units to prepay the outstanding principal and/or interest accrued interest hereunder. All prepayments shall first be applied to pay accrued but unpaid interest and then to repay outstanding principal.

1.4 Acceleration. Upon the occurrence of an Event of Default (as defined below), the Secured Party may declare the entire principal amount of this Note plus accrued but unpaid interest to be immediately due and payable and take any other action allowed by law; provided, however, that such amounts shall become immediately due and payable without any action of the Secured Party in the event of an Event of Default described under clause (a) of the definition of “Event of Default.” The occurrence of any of the following shall be deemed to be an event of default (an “Event of Default”) hereunder: (a) bankruptcy, attachment, receivership or similar liquidation event of the Borrower; (b) the breach in any material respect of any covenant of the Borrower in this Note; (c) any representation or warranty of the Borrower in this Note is false or misleading in any material respect when made; or (d) the Borrower sells, transfers or disposes of all or any portion of the Pledged Interests (as defined below) other than the grant of the security interest in the Pledged Interests pursuant to this Note.

1.5 Manner of Payment. Payments hereunder shall be made by the Borrower to the Secured Party for the benefit of the Secured Party, at the option of the Secured Party, by wire transfer to the account, or by check at the address, in either case provided to the Borrower by the Secured Party in writing, in immediately available lawful money of the United States of America without any deduction whatsoever, including, but not limited to, any deduction for any set off or counterclaim.

2. Security Grant. As security for the prompt and complete payment and performance of all of its obligations under this Note, subject to the receipt of all approvals required under the Gaming Laws, the Borrower does hereby grant to the Secured Party a continuing lien on and security interest in all of the right, title and interest of the Borrower in, to and under the Pledged Interests, wherever located. The Borrower agrees to execute and deliver promptly to the Secured Party any and all documents or instruments reasonably deemed by the Secured Party to be necessary to perfect the security interest granted hereby. “Pledged Interests” means all of the Borrower’s right, title and interest in [ ( )] of the Borrower’s Class A Units of Fertitta Partners, together with all certificates (if any) evidencing the same; provided, that such amount of Class A Units shall be adjusted pursuant to Section 3.1(d)(ii) of Fertitta Partners Operating Agreement.

3. Remedies; Rights upon Default.

(a) In addition to all other rights and remedies granted to it under this Note, if any Event of Default shall have occurred and be continuing, subject to Gaming Laws, the Secured Party may exercise all of its rights and remedies as a secured party under the Code. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Pledged Interests so sold, free of any right or equity of redemption,

which equity of redemption the Borrower hereby releases. Such sales may be adjourned and continued from time to time with or without notice.

(b) Until the Secured Party is able to effect a sale, lease or other disposition of the Pledged Interests, subject to Gaming Laws, the Secured Party shall have the right to hold or use the Pledged Interests, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Pledged Interests or their value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Borrower to maintain or preserve the rights of the Borrower as against third parties with respect to the Pledged Interests while the Pledged Interests are in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Pledged Interests and to enforce any of the Secured Party’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the repayment of this Note, and only after so paying over such net proceeds, and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Borrower. To the maximum extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Secured Party arising out of the repossession, retention or sale of the Pledged Interests except such as arise solely out of the gross negligence or willful misconduct of the Secured Party as finally determined by a court of competent jurisdiction. The Borrower agrees that ten (10) days prior notice by the Secured Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters.

(c) Except as otherwise specifically provided herein the Borrower hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Note or any the Pledged Interests.

(d) (i) The Secured Party hereby agrees that, except as set forth in Section 3(d)(ii) below, its rights under and in respect of this Note and any claim or liability under or reflected by this Note, including in any assertion of this Note or such claims or liabilities against the Borrower, shall be limited to satisfaction out of, and enforcement against, the Pledged Interests and the additional Class A Units and Class B Units held by the Named Executive Members. If any Event of Default shall occur and be continuing, the Secured Party agrees that, except as set forth in Section 3(d)(ii) below, it shall not have the right to proceed directly or indirectly against the Borrower or against its properties and assets (other than the Pledged Interests) for the satisfaction of this Note. The foregoing acknowledgments and agreements shall survive the termination of this Note and shall be enforceable by the Borrower.

(ii) Notwithstanding the foregoing, it is expressly understood and agreed, however, that nothing contained in the above paragraph shall in any manner or any way (i) constitute or be deemed to be a release of the obligations under this Note or the obligations secured by the liens and security interests and possessory rights created by or arising from this Note, or impair the enforceability of such liens, security interests and possessory rights, in each case against the Pledged Interests, (ii) affect or diminish any written obligation, covenant or agreement of the Borrower to which such Person is a party, except for the limitation of recourse with respect to this Note and any claim or liability under or reflected by this Note, or (iii) affect

or diminish any rights of any person against any other person arising from misappropriation or misapplication of any funds or for such other person’s fraud, gross negligence or willful misconduct.

4. Representations and Warranties of the Borrower. Borrower hereby represents and warrants to the Secured Party that the Borrower has full power and authority to execute and deliver this Note and to perform its obligations hereunder. The execution and delivery by the Borrower of this Note and the performance by the Borrower of its obligations hereunder, has been duly and validly authorized by all necessary action, and no other action on the part of any of them is required to authorize the execution, delivery and performance of this Note. This Note has been duly and validly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

5. Covenants. Borrower hereby covenants and agrees that, without the consent of the Secured Party, it will not create any liens, encumbrances or other security interests of any kind or nature whatsoever in the Pledged Interests.

6. Amendment Provisions. This Note may not be amended or modified, nor may any of its terms be waived, except by written instruments signed by the Borrower and the Secured Party, and then only to the extent set forth therein. Any amendment to this Note will require the approval of the Nevada Gaming Authorities to be effective.

7. Severability. If any provision of this Note is determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions of this Note shall not in any way be affected or impaired thereby and this Note shall nevertheless be binding between the Borrower and the Secured Party.

8. Binding Effect; Assignment. This Note shall be binding upon, and shall inure to the benefit of, the Borrower and the Secured Party thereof and their respective successors and permitted assigns. This Note and the obligations of the Borrower set forth herein are not assignable in whole or in part by the Borrower. This Note shall not be assignable by the Secured Party without the prior written consent of the Borrower other than to an Affiliate of the Secured Party.

9. Effect of Waiver. No delay or omission on the part of any Secured Party in exercising any right hereunder shall operate as a waiver of such right or of any other right of such Secured Party, nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. The Borrower, regardless of the time, order or place of signing, waives presentment, demand, protest and notices of every kind.

10. Notices. Any notice required by any provision of this Note to be given to the Secured Party or the Borrower shall be in writing and may be delivered by personal service or facsimile or sent by registered or certified mail, return receipt requested, with postage thereon fully prepaid. All such communications shall be addressed as follows:

	If to the Secured Party:



	If to Borrower:

11. Headings and Governing Law/Venue. The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note. The validity, meaning and effect of this Note shall be determined in accordance with the laws of the State of Nevada, without regard to principles of conflicts or choice of law.

12. WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN CONNECTION WITH ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS EXECUTED IN CONNECTION HEREWITH.

13. Expenses. Each of the Borrower and the Secured Party shall bear its own costs and expenses incurred in connection with the enforcement or collection of this Note and the lien created hereunder, including attorney’s and accountant’s fees and expenses, provided that the prevailing party in any litigation shall be entitled to reimbursement from the other party for all reasonable costs and expenses, including attorney’s and accountant’s fees, incurred in connection with such litigation.

IN WITNESS WHEREOF, the Borrower has duly caused this Note to be signed in its name and on its behalf by its duly authorized officer as of the date hereinabove written.

		,
		a


	By:
		Name:
		Title:

EX-7.27 6 a07-26971_1ex7d27.htm EX-7.27

Exhibit 7.27

FORM OF AMENDED AND RESTATED

ARTICLES OF INCORPORATION

FCP ACQUISITION SUB

Pursuant to the provisions of the Nevada Revised Statutes (“NRS”) Sections 78.390 and 78.403, the undersigned officer of FCP Acquisition Sub, a Nevada corporation (the “Corporation”) does hereby certify as follows:

(A) that the board of directors of the Corporation duly adopted resolutions proposing to amend and restate the Articles of Incorporation of the Corporation as set forth below, declaring said amendment and restatement to be advisable;

(B) that the amendment and restatement of the Articles of Incorporation as set forth below has been approved by the vote of at least a majority of the voting power of the Corporation, which is sufficient for approval thereof; and

(C) that the undersigned officer has been authorized and directed by the board of directors to execute and file this certificate setting forth the text of the Articles of Incorporation of the Corporation as amended and restated in their entirety to this date as follows:

ARTICLE I
NAME

The name of the corporation (the “Corporation”) shall be FCP ACQUISITION SUB.

ARTICLE II
CAPITAL STOCK

Section 1. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is [ ] shares, consisting of [ ] shares of common stock (the “Common Stock”), [ ] shares of non-voting common stock (the “Non-Voting

Common Stock”) and [ ] shares of preferred stock (the “Preferred Stock”), with all of such shares being [$.01] par value. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors (the “Board of Directors”) pursuant to Section 4 of this Article II.

Section 2. Common Stock.

(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends, the holders of Common Stock and Non-Voting Common Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors out of assets legally available therefor.

(b) Voting Rights. The holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock on all matters to be voted on by the stockholders of the Corporation. The holders of the issued and outstanding shares of Non-Voting Common Stock shall not be entitled to vote on any matter to be voted on by the stockholders of the Corporation (including, without limitation, any election or removal of the directors of the Corporation) and shall not be included in determining the number of shares voting or entitled to vote on such matters.

(c) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation’s assets, the Common Stock, the Non-Voting Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation’s

assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock.

Section 3. Action of Stockholders. Any action required or permitted to be taken by the holders of the Voting Common Stock of the Corporation may be effected at a duly called annual or special meeting of such holders, in person or by proxy, or without a meeting by unanimous written consent of the holders of the Voting Common Stock.

Section 4. Preferred Stock.

(a) Designation. The Board of Directors is hereby vested with the authority from time-to-time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Amended and Restated Articles of Incorporation, as amended from time-to-time, and to determine with respect to each such series the voting powers, if any (which voting powers if granted may be full or limited), designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating to shares of Preferred Stock of any series (which may vary over time and which may be applicable generally only upon the happening and continuance of stated facts or events or ascertained outside these Amended and Restated Articles of Incorporation), the rate of dividend to which holders of Preferred Stock of any series may be entitled (which may be cumulative or noncumulative), the rights of holders of Preferred Stock or any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation, the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof,

the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable).

(b) Certificate. Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate setting forth a copy of the resolution or resolutions of the Board of Directors, fixing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the Board of Directors to be issued shall be made and signed by, acknowledged and filed in the manner prescribed by the NRS. The Board of Directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series.

ARTICLE III
COMPLIANCE WITH GAMING LAWS

Section 1. Definitions. For purposes of this Article III, the following terms shall have the meanings specified below:

(a) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Securities Act”).

(b) “Affiliated Companies” shall mean those companies directly or indirectly affiliated or under common Ownership or Control with the Corporation, including, without limitation, subsidiaries, holding companies and intermediary companies (as those and similar terms are defined in the Gaming Laws of the applicable Gaming Jurisdictions) that are registered or licensed under applicable Gaming Laws.

(c) “Gaming” or “Gaming Activities” shall mean the conduct of gaming and gambling activities, or the use of gaming devices, equipment and supplies in the operation of a casino or other enterprise, including, without limitation, slot machines, gaming tables, cards, dice, gaming chips, player tracking systems, cashless wagering systems, mobile gaming systems, and related and associated equipment and supplies.

(d) “Gaming Authorities” shall mean all international, foreign, federal, state, local and other regulatory and licensing bodies and agencies with authority over Gaming within any Gaming Jurisdiction.

(e) “Gaming Jurisdictions” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are lawfully conducted.

(f) “Gaming Laws” shall mean all laws, statutes, ordinances and regulations pursuant to which any Gaming Authority possesses regulatory and licensing authority over Gaming within any Gaming Jurisdiction, and all rules and regulations promulgated by such Gaming Authority thereunder.

(g) “Gaming Licenses” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements and orders of registration issued by a Gaming Authority necessary for or relating to the conduct of Gaming Activities.

(h) “Governmental Authority” means any government or any agency, public or regulatory authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any government or political subdivision thereof, in each case, whether foreign or domestic and whether national, federal, tribal, state, regional, local or municipal.

(i) “Liquor Laws” shall mean all laws, statutes, ordinances and regulations pursuant to which any Governmental Authority possesses regulatory and licensing authority over the sale or service of alcoholic beverages within any Gaming Jurisdiction, and all rules and regulations promulgated by such Governmental Authority thereunder.

(j) “Ownership” or “Control” (and derivatives thereof) shall mean (i) ownership of record, (ii) “beneficial ownership” as defined in Rule 13d-3 promulgated by the SEC under the Securities Act, and (iii) the power to direct and manage, by agreement, contract, agency or other manner, the voting or management rights or disposition of Securities of the Corporation.

(k) “Person” shall mean an individual, partnership, corporation, limited liability company, trust or any other entity.

(l) “Redemption Date” shall mean the date by which the Securities Owned or Controlled by an Unsuitable Person are to be redeemed by the Corporation or an Affiliated Company.

(m) “Redemption Notice” shall mean that notice of redemption served by the Corporation on an Unsuitable Person if a Gaming Authority requires the Corporation or an Affiliated Company, or the Corporation deems it necessary or advisable, to redeem such Unsuitable Person’s Securities. Each Redemption Notice shall set forth (i) the Redemption Date; (ii) the number and type of shares of capital stock or other Securities to be redeemed; (iii) the Redemption Price and the manner of payment therefor; (iv) the place where any certificates for such Securities shall be surrendered for payment; and (v) any other requirements of surrender of the certificates, including how they are to be endorsed, if at all.

(n) “Redemption Price” shall mean the price for the redemption of any Securities to be redeemed pursuant to this Article, which shall be that price (if

any) required to be paid by the Gaming Authority making the finding of unsuitability, or if such Gaming Authority does not require a certain price per share to be paid, that sum deemed reasonable by the Corporation, which, in the case of the redemption of shares of capital stock of the Corporation, shall in no event be in excess of the closing sales price per share of such shares on the national securities exchange on which such shares are then listed on the date the notice of redemption is delivered to the Unsuitable Person by the Corporation; or, if such shares are not then listed for trading on any national securities exchange, then the closing sales price of such shares as quoted in the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”); or if the shares are not then so quoted, then the mean between the representative bid and the ask price as quoted by NASDAQ or another generally recognized reporting system. The Redemption Price may be paid in cash, by promissory note, or both, as required by the applicable Gaming Authority and, if not so required, as the Corporation elects.

(o) “Securities” shall mean the capital stock or other securities of or interests in the Corporation and any Affiliated Companies.

(p) “Unsuitable Person” shall mean a Person who Owns or Controls any Securities (i) that is determined by a Gaming Authority to be unsuitable to Own or Control such Securities or unsuitable to be connected or affiliated with a Person engaged in Gaming Activities in that Gaming Jurisdiction, or (ii) who causes the Corporation or any Affiliated Company to lose or to be threatened with the loss of, or who, in the sole discretion of the Board of Directors of the Corporation, is deemed likely to jeopardize the Corporation’s application for, right to the use of, or entitlement to, any Gaming License.

Section 2. Compliance with Gaming Laws and Liquor Laws. From and after such time as the Corporation or any of the Affiliated Companies is an applicant for licensure or registration or is licensed by or registered with the Nevada gaming authorities, the Corporation,

all Persons Owning or Controlling Securities, and each director and officer of the Corporation and any Affiliated Companies, shall comply with all requirements of the Gaming Laws and Liquor Laws in each Gaming Jurisdiction in which the Corporation or any Affiliated Companies conducts Gaming Activities. All Securities of the Corporation and the Affiliated Companies shall be held subject to the requirements of such Gaming Laws and Liquor Laws.

Section 3. Finding of Unsuitability.

(a) The Securities of the Corporation Owned or Controlled by an Unsuitable Person or an Affiliate of an Unsuitable Person shall be redeemable by the Corporation, out of funds legally available therefor, by appropriate action of the Board of Directors, to the extent required by the Gaming Authority making the determination of unsuitability or to the extent deemed necessary or advisable by the Corporation. If a Gaming Authority requires the Corporation, or the Corporation deems it necessary or advisable, to redeem such Securities, the Corporation shall serve a Redemption Notice on the Unsuitable Person or its Affiliate and shall purchase the Securities on the Redemption Date and for the Redemption Price set forth in the Redemption Notice. From and after the Redemption Date, such Securities shall no longer be deemed to be outstanding and all rights of the Unsuitable Person or any Affiliate of the Unsuitable Person therein, other than the right to receive the Redemption Price, shall cease. The Unsuitable Person shall surrender the certificates for any Securities to be redeemed in accordance with the requirements of the Redemption Notice.

(b) Commencing on the date that a Gaming Authority serves notice of a determination of unsuitability or the loss or threatened loss of a Gaming License upon the Corporation, and until the Securities Owned or Controlled by the Unsuitable Person or the Affiliate of an Unsuitable Person are Owned or Controlled by Persons found by such Gaming Authority to be suitable to own them, it shall be unlawful for the Unsuitable Person or any

Affiliate of an Unsuitable Person (i) to receive any dividend or interest with regard to the Securities; (ii) to exercise, directly or indirectly or through any proxy, trustee, or nominee, any voting or other right conferred by such Securities, and such Securities shall not for any purposes be included in the Securities of the Corporation entitled to vote, or (iii) to receive any remuneration in any form from the Corporation or an Affiliated Company for services rendered or otherwise.

Section 4. Issuance and Transfer of Securities. From and after such time as the Corporation or any of the Affiliated Companies is an applicant for licensure or registration or is licensed by or registered with any Gaming Authorities, the Corporation shall not issue or transfer any Securities or any interest, claim or charge thereon or thereto except in accordance with applicable Gaming Laws and Article 3 of the Equityholders Agreement by and among Station Casinos, Inc., FCP Holding, Inc., Fertitta Partners LLC (“Fertitta Partners”), FCP Voteco, LLC (“FCP Voteco”), Thomas J. Barrack, Jr. , Frank J. Fertitta III, Lorenzo J. Fertitta, Fertitta Colony Partners LLC (“Fertitta Colony Partners”), FC Investor, LLC, FJF Investco, LLC, LJF Investco, LLC, BLS Investco, LLC and the other equityholders of Fertitta Partners and Fertitta Colony Partners identified on the signature pages thereto (as amended from time to time in accordance with the terms thereof, the “Equityholders Agreement”). The issuance or transfer of any Securities in violation thereof shall be ineffective until (a) the Corporation shall cease to be subject to the jurisdiction of the applicable Gaming Authorities, or (b) the applicable Gaming Authorities shall, by affirmative action, validate said issuance or transfer or waive any defect in said issuance or transfer.

Section 5. Indenture Restrictions. The Corporation shall cause to be placed in every indenture or other operative document relating to publicly traded Securities other than capital stock of the Corporation a provision requiring that any Person or Affiliate of a Person

who holds the indebtedness represented by that indenture and is found to be unsuitable to hold such interest shall have the interest redeemed or shall dispose of the interest in the Corporation in the manner set forth in the indenture or other document.

Section 6. Notices. All notices given by the Corporation pursuant to this Article, including Redemption Notices, shall be in writing and shall be deemed given when delivered by personal service or telegram, facsimile, overnight courier or first class mail, postage prepaid, to the Person’s address as shown on the Corporation’s books and records.

Section 7. Indemnification. Any Unsuitable Person and any Affiliate of an Unsuitable Person shall indemnify the Corporation and its Affiliated Companies for any and all costs, including attorneys’ fees, incurred by the Corporation and its Affiliated Companies as a result of such Unsuitable Person’s or Affiliate’s continuing Ownership or Control or failure to promptly divest itself of any Securities in the Corporation.

Section 8. Injunctive Relief. The Corporation is entitled to injunctive relief in any court of competent jurisdiction to enforce the provisions of this Article and each holder of the Securities of the Corporation shall be deemed to have acknowledged, by acquiring the Securities of the Corporation, that the failure to comply with this Article will expose the Corporation to irreparable injury for which there is no adequate remedy at law and that the Corporation is entitled to injunctive relief to enforce the provisions of this Article.

ARTICLE IV
DIRECTORS AND OFFICERS

Section 1. Number of Directors. The members of the governing board of the Corporation are styled as directors. The authorized number of directors of the Corporation shall be fixed from time-to-time (and increased or decreased) as provided in the Amended and Restated Bylaws of the Corporation.

Section 2. Current Directors. The names and post office boxes or street addresses of the current directors of the Board of Directors, which are three (3) in number are:

NAME		ADDRESS

Frank J. Fertitta III		P.O. Box 26448 Las Vegas, NV 89126-0448

Lorenzo J. Ferttita		P.O. Box 26448 Las Vegas, NV 89126-0448

Thomas J. Barrack, Jr.		c/o Colony Capital, LLC 1999 Avenue of the Stars Suite 1200 Los Angeles, CA 90067

Section 3. Newly Created Directorships and Vacancies. Newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled by a majority vote of the directors then in office, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 4. Limitation of Personal Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS are amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

Section 5. Payment of Expenses. In addition to any other rights of indemnification permitted by the law of the State of Nevada as may be provided for by the

Corporation in its Amended and Restated Bylaws or by agreement, the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation, must be paid, by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation.

Section 6. Repeal And Conflicts. Any repeal or modification of Sections 4 or 5 above approved by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the liability of a director or officer existing as of the time of such repeal or modification. In the event of any conflict between Sections 4 or 5 of this Article and any other article of these Amended and Restated Articles of Incorporation, the terms and provisions of Sections 4 or 5 of this Article shall control.

Section 7. Conflict with Bylaws, Equityholders Agreement, or FCP Voteco Operating Agreement. To the extent that there is any conflict among the terms and provisions of the Equityholders Agreement, these Amended and Restated Articles of Incorporation, the Amended and Restated Bylaws and the Amended and Restated Operating Agreement of FCP Voteco (the “FCP Voteco Operating Agreement”), the terms and provisions of the FCP Voteco Operating Agreement shall prevail.

* * * * *

IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation of the Corporation as of , 2007.

		FCP ACQUISITION SUB


		By:
			Lorenzo J. Fertitta, Secretary

EX-7.28 7 a07-26971_1ex7d28.htm EX-7.28

Exhibit 7.28

FORM OF AMENDED AND RESTATED BYLAWS

FCP ACQUISITION SUB,

a Nevada corporation

ARTICLE I
OFFICES

Section 1.1 Principal Office. The principal office and place of business of FCP Acquisition Sub (the “Corporation”) shall be at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 unless changed by the board of directors of the Corporation (the “Board of Directors”).

Section 1.2 Other Offices. Other offices and places of business either within or without the State of Nevada may be established from time to time by resolution of the Board of Directors or as the business of the Corporation may require. The street address of the Corporation’s resident agent is the registered office of the Corporation in Nevada.

ARTICLE II
STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date and at such time as may be designated from time to time by the Board of Directors. At the annual meeting, directors shall be elected and any other business may be transacted as may be properly brought before the meeting.

Section 2.2 Special Meetings.

(a) Subject to any rights of any holders of preferred stock, special meetings of the stockholders may be called only by the chairman of the board, if any, or the chief executive officer, if any, or, if there be no chairman of the board and no chief executive officer, by the president of the Corporation, and shall be called by the secretary upon the written request of a majority of the Board of Directors or the holders of not less than a majority of the voting power of the Corporation’s stock entitled to vote. Such request shall state the purpose or purposes of the meeting.

(b) No business shall be acted upon at a special meeting of stockholders except as set forth in the notice of the meeting.

Section 2.3 Place of Meetings. Any meeting of the stockholders of the Corporation may be held at the Corporation’s registered office in the State of Nevada or at such other place in or out of the State of Nevada and the United States as may be designated in the notice of meeting. A waiver of notice signed by all stockholders entitled to vote may designate any place for the holding of such meeting.

Section 2.4 Notice of Meetings; Waiver of Notice.

(a) The president, chief executive officer, if any, a vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver or cause to be delivered to the stockholders written notice of any stockholders’ meeting not less than 10 days, but not more than 60 days, before the date of such meeting. The notice shall state the date and time of the meeting, the purpose or purposes for which the meeting is called, the place (which may be in or out of the State of Nevada) where the meeting is to be held and the means of electronic communication, if any, by which the stockholders or the proxies thereof shall be deemed to be present in person and vote. The notice shall contain or be accompanied by such additional information as may be required by the Nevada Revised Statutes (“NRS”), including, without limitation, NRS 78.379, 92A.120 or 92A.410.

(b) In the case of an annual meeting, any proper business may be presented for action, except that (i) if a proposed plan of merger, conversion or exchange is submitted to a vote, the notice of the meeting must state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger, conversion or exchange and must contain or be accompanied by a copy or summary of the plan; and (ii) if a proposed action creating dissenters’ rights is to be submitted to a vote, the notice of the meeting must state that the stockholders are or may be entitled to assert dissenters’ rights under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those sections.

(c) A copy of the notice shall be (i) personally delivered or (ii) mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the Corporation. Upon mailing, service of the notice is complete, and the time of the notice begins to run from the date upon which the notice is deposited in the mail. If the address of any stockholder does not appear upon the records of the Corporation or is incomplete, it will be sufficient to address any notice to such stockholder at the registered office of the Corporation. Notwithstanding the foregoing and in addition thereto, any notice to stockholders given by the Corporation pursuant to Chapters 78 or 92A of the NRS, the Amended and Restated Articles of Incorporation, as amended from time to time (“Articles of Incorporation”), or these Amended and Restated Bylaws, as amended from time to time (“Bylaws”), may be given pursuant to the forms of electronic transmission listed herein provided such forms of transmission are consented to in writing by the stockholder receiving such electronically transmitted notice and such consent is filed by the secretary in the corporate records. Notice shall be deemed given (1) by facsimile when directed to a number consented to by the stockholder to receive notice, (2) by electronic mail when directed to an e-mail address consented to by the stockholder to receive notice, (3) by posting on an electronic network together with a separate notice to the stockholder of the specific posting on the later of the specific posting or the giving of the separate notice or (4) any other electronic transmission as consented by and when directed to the stockholder. The stockholder consent necessary to permit electronic transmission to such stockholder shall be deemed revoked and of no force and effect if (A) the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with the stockholder’s consent and (B) the inability to deliver by electronic transmission becomes known to the secretary, assistant secretary, transfer agent or other agent of the Corporation responsible for the giving of notice.

(d) The written certificate of the individual signing a notice of a meeting, setting forth the substance of the notice or having a copy thereof attached thereto, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice. In addition, in the absence of fraud, an affidavit of the individual signing a notice of a meeting that the notice thereof has been given by a form of electronic transmission is prima facie evidence of the facts stated in the affidavit.

(e) Any stockholder may waive notice of any meeting by a signed writing or by transmission of an electronic record, either before or after the meeting. Such waiver of notice shall be deemed the equivalent of the giving of such notice.

Section 2.5 Determination of Stockholders of Record.

(a) For the purpose of determining the stockholders entitled to (i) notice of and to vote at any meeting of stockholders or any adjournment thereof, (ii) receive payment of any distribution or the allotment of any rights, or (iii) exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than 60 days nor less than 10 days before the date of such meeting, if applicable.

(b) The Board of Directors may adopt a resolution prescribing a date upon which the stockholders of record entitled to give written consent must be determined. The date set by the Board of Directors must not precede or be more than 10 days after the date the resolution setting such date is adopted by the Board of Directors. If the Board of Directors does not adopt a resolution setting a date upon which the stockholders of record entitled to give written consent must be determined and

(i) no prior action by the Board of Directors is required by the NRS, then the date shall be the first date on which a valid written consent is delivered by the Corporation in accordance with the NRS and these Bylaws; or

(ii) prior action by the Board of Directors is required by the NRS, then the date shall be the close of business on the date that the Board of Directors adopts the resolution.

(c) If no record date is fixed pursuant to Section 2.5(a) above, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; and (ii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting and must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.

Section 2.6 Quorum; Adjourned Meetings.

(a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the Corporation’s capital stock, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes or series is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power, represented in person or by proxy (regardless of whether the proxy has authority to vote on all matters), within each such class or series is necessary to constitute a quorum of each such class or series.

(b) If a quorum is not represented, a majority of the voting power represented or the person presiding at the meeting may adjourn the meeting from time to time until a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholders’ meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. However, if a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record as of the new record date. The stockholders present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the departure of enough stockholders to leave less than a quorum of the voting power.

Section 2.7 Voting.

(a) Unless otherwise provided in the NRS, the Articles of Incorporation or any resolution providing for the issuance of preferred stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy, shall be entitled to one vote for each share of voting stock standing registered in such stockholder’s name at the close of business on the record date or the date established by the Board of Directors in connection with stockholder action by written consent.

(b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual at the close of business on the record date or the date established by the Board of Directors in connection with stockholder action by written consent (including pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy. With respect to shares held by a representative of the estate of a deceased stockholder, or a guardian, conservator, custodian or trustee, even though the shares do not stand in the name of such holder, votes may be cast by such holder upon proof of such representative capacity. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand of record in the name of the receiver; provided, that the order of a court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand of record in the name of a minor, votes may be cast by the duly appointed guardian of the estate of such minor only if such guardian has provided the Corporation with written proof of such appointment.

(c) With respect to shares standing of record in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including, without limitation, the officer making the authorization) authorized in writing to do so by the chairman of the board, if any, president, chief executive officer, if any, or any vice president of such corporation; and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the Corporation of satisfactory evidence of his or her authority to do so.

(d) Notwithstanding anything to the contrary contained herein and except for the Corporation’s shares held in a fiduciary capacity, the Corporation shall not vote, directly or indirectly, shares of its own stock that are owned by it; and such shares shall not be counted in determining the total number of outstanding shares entitled to vote.

(e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of directors. If such holder entitled to vote does vote any of such stockholder’s shares affirmatively and fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

(f) With respect to shares standing of record in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(i) If only one person votes, the vote of such person binds all.

(ii) If more than one person casts votes, the act of the majority so voting binds all.

(iii) If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

(g) If a quorum is present at a meeting, unless the Articles of Incorporation, these Bylaws, the NRS, or other applicable law provide for a different proportion, action by the stockholders entitled to vote on a matter, other than the election of directors, is approved by and is the act of the stockholders if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action, unless voting by classes or series is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the number of votes cast in favor of the action by the voting power of each such class or series must exceed the number of votes cast in opposition to the action by the voting power of each such class or series.

(h) If a quorum is present at a meeting, directors shall be elected by a plurality of the votes cast.

Section 2.8 Actions at Meetings Not Regularly Called; Ratification and Approval.

(a) Whenever all persons entitled to vote at any meeting consent, either by: (i) a writing on the records of the meeting or filed with the secretary, (ii) presence at such meeting and oral consent entered on the minutes, or (iii) taking part in the deliberations at such meeting without objection, such meeting shall be as valid as if a meeting were regularly called and noticed.

(b) At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

(c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

(d) Such consent or approval may be by proxy or power of attorney, but all such proxies and powers of attorney must be in writing.

Section 2.9 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. If a stockholder designated two or more persons to act as proxies, then a majority of those persons present at a meeting has and may exercise all of the powers conferred by the stockholder or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder, unless the stockholder provides otherwise. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

Section 2.10 Telephonic Meetings. Stockholders may participate in a meeting of the stockholders by means of a telephone conference or similar method of communication by which all individuals participating in the meeting can hear each other. Participation in a meeting pursuant to this Section 2.10 constitutes presence in person at the meeting.

Section 2.11 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by the holders of the voting power that would be required to approve such action at a meeting. A meeting of the stockholders need not be called or noticed whenever action is taken by written consent. The written consent may be signed in multiple counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the stockholders.

Section 2.12 Organization.

(a) Meetings of stockholders shall be presided over by the chairman of the board, or, in the absence of the chairman, by the vice-chairman of the board, or in the absence of the vice-chairman, the president, or, in the absence of the president, by the chief executive officer, if any, or, in the absence of the foregoing persons, by a chairman designated by the Board of Directors, or, in the absence of such designation by the Board of Directors, by a chairman chosen at the meeting by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitation on the time allotted to questions or comments on the affairs of the Corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof and the opening and closing of the voting polls.

(b) The chairman of the meeting may appoint one or more inspectors of elections. The inspector or inspectors may (i) ascertain the number of shares outstanding and the voting power of each; (ii) determine the number of shares represented at a meeting and the validity of proxies or ballots; (iii) count all votes and ballots; (iv) determine any challenges made to any determination made by the inspector(s); and (v) certify the determination of the number of shares represented at the meeting and the count of all votes and ballots.

Section 2.13 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally or by the terms of these Bylaws required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called, noticed or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in these Bylaws.

ARTICLE III
DIRECTORS

Section 3.1 General Powers; Performance of Duties. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided in Chapter 78 of the NRS or the Articles of Incorporation.

Section 3.2 Number, Tenure, and Qualifications. The Board of Directors of the Corporation shall consist of at least one individual and not more than 10 individuals. The number of directors within the foregoing fixed minimum and maximum may be established and changed from time to time by resolution adopted by the Board of Directors or the stockholders without amendment to these Bylaws or the Articles of Incorporation. Each director shall hold office until his or her successor shall be elected or appointed or until his or her earlier death, retirement, disqualification, resignation or removal. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office. No provision of this Section shall restrict the right of the Board of Directors to fill vacancies or the right of the stockholders to remove directors as is hereinafter provided.

Section 3.3 Removal and Resignation of Directors. Subject to any rights of any holders of preferred stock and except as otherwise provided in the NRS, any director may be removed from office with or without cause by the affirmative vote of the holders of not less than two-thirds (2/3) of the voting power of the issued and outstanding stock of the Corporation entitled to vote generally in the election of directors, excluding stock entitled to vote only upon the happening of a fact or event unless such fact or event shall have occurred. In addition, the Board of Directors by a majority vote may declare vacant the office of a director who has been declared incompetent by a court of competent jurisdiction or convicted of a felony. Any director may resign effective upon giving written notice, unless the notice specifies a later time for effectiveness of such resignation, to the chairman of the board, if any, the president or the secretary, or in the absence of all of them, any other officer of the Corporation. Notwithstanding any later effective date set forth in such notice, the Board of Directors may elect to treat the resignation as effective immediately upon receipt.

Section 3.4 Vacancies; Newly Created Directorships. Subject to any rights of any holders of preferred stock, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created directorships resulting from any increase in the authorized number of directors, shall be filled by a majority vote of the directors then in office or by a sole remaining director, in either case though less than a quorum, and the director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders and when their successors are elected or appointed, or until his or her earlier death, resignation, retirement, disqualification or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent directors.

Section 3.5 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which directors are elected, the Board of Directors, including directors newly elected, shall hold its annual meeting without call or notice, other than this provision, to elect officers and to transact

such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

Section 3.6 Special Meetings. Subject to any rights of any holders of preferred stock and except as otherwise required by law, special meetings of the Board of Directors may be called by the chairman of the board, or if there be no chairman of the board, by the president, chief executive officer, if any, or secretary, and shall be called by the chairman of the board, if any, the president, the chief executive officer, if any, or the secretary upon the request of any two directors, or, if there are fewer than two directors, upon the request of all of the directors. If the chairman of the board, or if there be no chairman of the board, each of the president, chief executive officer, if any, and secretary, refuses or neglects to call such special meeting, a special meeting may be called by notice signed by any two directors.

Section 3.7 Place of Meetings. Any regular or special meeting of the Board of Directors may be held at such place as the Board of Directors, or in the absence of such designation, as the notice calling such meeting, may designate. A waiver of notice signed by the directors may designate any place for the holding of such meeting.

Section 3.8 Notice of Meetings. Except as otherwise provided in Section 3.5 above, there shall be delivered to each director at the address appearing for him or her on the records of the Corporation, at least 48 hours before the time of such meeting, a copy of a written notice of any meeting (a) by delivery of such notice personally, (b) by mailing such notice postage prepaid, (c) by facsimile, (d) by overnight courier, (e) by telegram, or (f) by electronic transmission or electronic writing, including, but not limited to, e-mail. If mailed to an address inside the United States, the notice shall be deemed delivered two business days following the date the same is deposited in the United States mail, postage prepaid. If mailed to an address outside the United States, the notice shall be deemed delivered four business days following the date the same is deposited in the United States mail, postage prepaid. If sent via facsimile, by electronic transmission or electronic writing, including, but not limited to, e-mail, the notice shall be deemed delivered upon sender’s receipt of confirmation of the successful transmission. If sent via overnight courier, the notice shall be deemed delivered the business day following the delivery of such notice to the courier. If the address of any director is incomplete or does not appear upon the records of the Corporation it will be sufficient to address any notice to such director at the registered office of the Corporation. Any director may waive notice of any meeting, and the attendance of a director at a meeting and oral consent entered on the minutes of such meeting shall constitute waiver of notice of the meeting unless such director objects, prior to the transaction of any business, that the meeting was not lawfully called, noticed or convened. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting was not properly called or convened shall not constitute presence or a waiver of notice for purposes hereof.

Section 3.9 Quorum; Adjourned Meetings.

(a) A majority of the directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

(b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 3.10 Manner of Acting. Except as provided in Section 3.12 below, the affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors.

Section 3.11 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or such committee by means of a telephone conference or video or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 3.11 constitutes presence in person at the meeting.

Section 3.12 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts, including, without limitation, facsimile counterparts, and shall be filed with the minutes of the proceedings of the Board of Directors or committee.

Section 3.13 Powers and Duties.

(a) Except as otherwise restricted by the laws of the State of Nevada or the Articles of Incorporation, the Board of Directors has full control over the business and affairs of the Corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the Corporation to any standing or special committee, or to any officer or agent, and to appoint any persons to be agents of the Corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

(b) The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his or her discretion, may (i) require that any votes cast at such meeting shall be cast by written ballot, and/or (ii) submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called and noticed for the purpose of considering any such contract or act, provided a quorum is present.

(c) The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of

the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required.

Section 3.14 Compensation. The Board of Directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the Board of Directors establishes the compensation of directors pursuant to this Section 3.14, such compensation is presumed to be fair to the Corporation unless proven unfair by a preponderance of the evidence.

Section 3.15 Organization. Meetings of the Board of Directors shall be presided over by the chairman of the board, or in the absence of the chairman of the board by the vice-chairman, or in his or her absence by a chairman chosen at the meeting. The secretary, or in the absence of the secretary an assistant secretary, shall act as secretary of the meeting, but in the absence of the secretary and any assistant secretary the chairman of the meeting may appoint any person to act as secretary of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting.

ARTICLE IV
OFFICERS

Section 4.1 Election. The Board of Directors, at its annual meeting, shall elect and appoint a president, a secretary and a treasurer. Said officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and appointed and shall qualify or until their earlier resignation or removal. The Board of Directors may from time to time, by resolution, elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the will and pleasure of the Board of Directors, and shall have such powers and duties and be paid such compensation as may be directed by the Board of Directors. Any individual may hold two or more offices.

Section 4.2 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. Any officer may resign at any time upon written notice to the Corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the Corporation and such officer or agent.

Section 4.3 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

Section 4.4 Chief Executive Officer. The Board of Directors may elect a chief executive officer who, subject to the supervision and control of the Board of Directors, shall have the ultimate responsibility for the management and control of the business and affairs of the

Corporation and perform such other duties and have such other powers which are delegated to him or her by the Board of Directors, these Bylaws or as may be provided by law.

Section 4.5 President. The president, subject to the supervision and control of the Board of Directors, shall in general actively supervise and control the business and affairs of the Corporation. The president shall keep the Board of Directors fully informed as the Board of Directors may request and shall consult the Board of Directors concerning the business of the Corporation. The president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the chief executive officer, if any, these Bylaws or as may be provided by law.

Section 4.6 Vice Presidents. The Board of Directors may elect one or more vice presidents. In the absence or disability of the president, or at the president’s request, the vice president or vice presidents, in order of their rank as fixed by the Board of Directors, and if not ranked, the vice presidents in the order designated by the Board of Directors, or in the absence of such designation, in the order designated by the president, shall perform all of the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on the president. Each vice president shall perform such other duties and have such other powers which are delegated and assigned to him or her by the Board of Directors, the president, these Bylaws or as may be provided by law.

Section 4.7 Secretary. The secretary shall attend all meetings of the stockholders, the Board of Directors and any committees, and shall keep, or cause to be kept, the minutes of proceedings thereof in books provided for that purpose. He or she shall keep, or cause to be kept, a register of the stockholders of the Corporation and shall be responsible for the giving of notice of meetings of the stockholders, the Board of Directors and any committees, and shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. The secretary shall be custodian of the corporate seal (if any), the records of the Corporation, the stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct. The secretary shall perform all other duties commonly incident to his or her office and shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as may be provided by law.

Section 4.8 Assistant Secretaries. An assistant secretary shall, at the request of the secretary, or in the absence or disability of the secretary, perform all the duties of the secretary. He or she shall perform such other duties as are assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as may be provided by law.

Section 4.9 Treasurer. The treasurer, subject to the order of the Board of Directors, shall have the care and custody of, and be responsible for, all of the money, funds, securities, receipts and valuable papers, documents and instruments of the Corporation, and all books and records relating thereto. The treasurer shall keep, or cause to be kept, full and accurate books of accounts of the Corporation’s transactions, which shall be the property of the Corporation, and shall render financial reports and statements of condition of the Corporation when so requested by the Board of Directors, the chairman of the board, if any, the chief executive officer, if any, or the president. The treasurer shall perform all other duties commonly incident to his or her office

and such other duties as may, from time to time, be assigned to him or her by the Board of Directors, the chief executive officer, if any, the president, these Bylaws or as may be provided by law. The treasurer shall, if required by the Board of Directors, give bond to the Corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of the treasurer and for restoration to the Corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation. If a chief financial officer of the Corporation has not been appointed, the treasurer may be deemed the chief financial officer of the Corporation.

Section 4.10 Assistant Treasurers. An assistant treasurer shall, at the request of the treasurer, or in the absence or disability of the treasurer, perform all the duties of the treasurer. He or she shall perform such other duties which are assigned to him or her by the Board of Directors, the chief executive officer, the president, the treasurer, these Bylaws or as may be provided by law. The Board of Directors may require an assistant treasurer to give a bond to the Corporation in such sum and with such security as it may approve, for the faithful performance of the duties of the assistant treasurer, and for restoration to the Corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the Corporation. The expense of such bond shall be borne by the Corporation.

Section 4.11 Chairman of the Board. The chairman of the board may be chosen by and from the members of the Board of Directors and shall preside at the meetings of the Board of Directors and stockholders and perform such other duties as the Board of Directors may prescribe. If no chairman of the board is appointed or if the chairman is absent from a Board meeting, then the Board of Directors may appoint a chairman for the sole purpose of presiding at any such meeting. If no chairman of the board is appointed or if the chairman is absent from any stockholder meeting, then the president shall preside at such stockholder meeting. If the president is absent from any stockholder meeting, the stockholders may appoint a substitute chairman solely for the purpose of presiding over such stockholder meeting.

Section 4.12 Execution of Negotiable Instruments, Deeds and Contracts. All (i) checks, drafts, notes, bonds, bills of exchange, and orders for the payment of money of the Corporation, (ii) deeds, mortgages, proxies, powers of attorney and other written contracts, documents, instruments and agreements to which the Corporation shall be a party and (iii) assignments or endorsements of stock certificates, registered bonds or other securities owned by the Corporation shall be signed in the name of the Corporation by such officers or other persons as the Board of Directors may from time to time designate. The Board of Directors may authorize the use of the facsimile signatures of any such persons. Any officer of the Corporation shall be authorized to attend, act and vote, or designate another officer or an agent of the Corporation to attend, act and vote, at any meeting of the owners of any entity in which the Corporation may own an interest or to take action by written consent in lieu thereof. Such officer or agent, at any such meeting or by such written action, shall possess and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership of such interest.

ARTICLE V
CAPITAL STOCK

Section 5.1 Issuance. Shares of the Corporation’s authorized capital stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the Corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration as shall be prescribed by the Board of Directors.

Section 5.2 Stock Certificates and Uncertified Shares.

(a) Every holder of stock in the Corporation shall be entitled to have a certificate signed by or in the name of the Corporation by the president, the chief executive officer, if any, or a vice president, and by the secretary or an assistant secretary, of the Corporation (or any other two officers or agents so authorized by the Board of Directors), certifying the number of shares of stock owned by him, her or it in the Corporation; provided, however, whenever such certificate is countersigned or otherwise authenticated by a transfer agent or a transfer clerk and by a registrar (other than the Corporation), then a facsimile of the signatures of any corporate officers or agents, the transfer agent, transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. In the event that any officer or officers who have signed, or whose facsimile signatures have been used on any certificate or certificates for stock cease to be an officer or officers because of death, resignation or other reason, before the certificate or certificates for stock have been delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be an officer or officers of the Corporation.

(b) Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation’s organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share, if any, represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. No certificate shall be issued until the shares represented thereby are fully paid. In addition to the above, all certificates evidencing shares of the Corporation’s stock or other securities issued by the Corporation shall contain such legend or legends as may from time to time be required by the NRS or such other federal, state or local laws or regulations then in effect.

Section 5.3 Surrendered; Lost or Destroyed Certificates. All certificates surrendered to the Corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the Corporation with his, her or its affidavit of the facts surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors,

an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the Corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

Section 5.4 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the Corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the Corporation with another Corporation or the conversion or reorganization of the Corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

Section 5.5 Transfer of Shares. No transfer of stock shall be valid as against the Corporation except on surrender and cancellation of the certificate(s) therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the Corporation.

Section 5.6 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer and may require all certificates for shares of stock to bear the signature of such transfer agents, transfer clerks and/or registrars of transfer.

Section 5.7 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the Corporation’s stock.

ARTICLE VI
DISTRIBUTIONS

Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, in accordance with and as provided in Section 2.5 above, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution.

ARTICLE VII
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

Section 7.1 Records. All original records of the Corporation shall be kept at the principal office of the Corporation by or under the direction of the secretary or at such other place or by such other person as may be prescribed by these Bylaws or the Board of Directors.

Section 7.2 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the Corporation shall have the authority to affix the seal to any document requiring it.

Section 7.3 Fiscal Year-End. The fiscal year-end of the Corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

Section 7.4 Reserves. The Board of Directors may create, by resolution, such reserves as the directors may, from time to time, in their discretion, deem proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the Corporation, or for such other purpose as the Board of Directors may deem beneficial to the Corporation, and the Board of Directors may modify or abolish any such reserves in the manner in which they were created.

ARTICLE VIII
INDEMNIFICATION

Section 8.1 Indemnification and Insurance.

(a) Indemnification of Directors and Officers.

(i) For purposes of this Article, (A) “Indemnitee” shall mean each director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was a director or officer of the Corporation or is or was serving in any capacity at the request of the Corporation as a director, officer, employee, agent, partner, member, manager or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative.

(ii) Each Indemnitee shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Nevada law, against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding; provided that such Indemnitee either is not liable pursuant to NRS 78.138 or acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any Proceeding that is criminal in nature, had no reasonable cause to believe that his or her conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo

contendere or its equivalent, does not, of itself, create a presumption that the Indemnitee is liable pursuant to NRS 78.138 or did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, or that, with respect to any criminal proceeding he or she had reasonable cause to believe that his or her conduct was unlawful. The Corporation shall not indemnify an Indemnitee for any claim, issue or matter as to which the Indemnitee has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Corporation or for any amounts paid in settlement to the Corporation, unless and only to the extent that the court in which the Proceeding was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts as the court deems proper. Except as so ordered by a court and for advancement of expenses pursuant to this Section, indemnification may not be made to or on behalf of an Indemnitee if a final adjudication establishes that his or her acts or omissions involved intentional misconduct, fraud or a knowing violation of law and was material to the cause of action. Notwithstanding anything to the contrary contained in these Bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder.

(iii) Indemnification pursuant to this Section 8.1 shall continue as to an Indemnitee who has ceased to be a director or officer of the Corporation or a director, officer, employee, agent, partner, member, manager or fiduciary of, or to serve in any other capacity for, another corporation or any partnership, joint venture, limited liability company, trust, or other enterprise and shall inure to the benefit of his or her heirs, executors and administrators.

(iv) The expenses of Indemnitees must be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the Proceeding, upon receipt of an undertaking by or on behalf of the Indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an Indemnitee is successful on the merits or otherwise in defense of any Proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred in by him or her in connection with the defense.

(b) Indemnification of Employees and Other Persons. The Corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

(c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article VIII shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of stockholders or directors, or otherwise.

(d) Insurance. The Corporation may purchase and maintain insurance or make other financial arrangements on behalf of any Indemnitee for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a director, officer, employee, member, managing member or agent, or arising out of his or her status as such, whether or not the Corporation has the authority to indemnify him or her against such liability and expenses.

(e) Other Financial Arrangements. The other financial arrangements which may be made by the Corporation may include the following: (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the Corporation; and (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

(f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this Section 8.1 may be provided by the Corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the Corporation. In the absence of fraud, (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this Section 8.1 and the choice of the person to provide the insurance or other financial arrangement is conclusive and (ii) the insurance or other financial arrangement is not void or voidable and does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

Section 8.2 Amendment. The provisions of this Article VIII relating to indemnification shall constitute a contract between the Corporation and each of its directors and officers which may be modified as to any director or officer only with that person’s consent or as specifically provided in this Section 8.2. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article VIII which is adverse to any director or officer shall apply to such director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws (including, without limitation, Article X below), no repeal or amendment of these Bylaws shall affect any or all of this Article VIII so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the directors of the Corporation then serving, or (b) by the stockholders as set forth in Article X hereof; provided that no such amendment shall have a retroactive effect inconsistent with the preceding sentence.

ARTICLE IX
CHANGES IN NEVADA LAW

References in these Bylaws to Nevada law or the NRS or to any provision thereof shall be to such law as it existed on the date these Bylaws were adopted or as such law thereafter may be changed; provided that (i) in the case of any change which expands the liability of directors or officers or limits the indemnification rights or the rights to advancement of expenses which the Corporation may provide in Article VIII hereof, the rights to limited liability, to indemnification and to the advancement of expenses provided in the Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law and (ii) if such change permits the Corporation, without the requirement of any further action by stockholders or directors, to limit further the liability of directors or limit the liability of officers or to provide broader indemnification rights or rights to the advancement of expenses than the Corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE X
AMENDMENT OR REPEAL; EQUITYHOLDERS AGREEMENT

Section 10.1 Amendment of Bylaws.

(a) Board of Directors. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind these Bylaws.

(b) Stockholders. Notwithstanding Section 10.1(a) above, these Bylaws may be rescinded, altered, amended or repealed in any respect by the affirmative vote of the holders of at least a majority of the outstanding voting power of the Corporation, voting together as a single class.

Section 10.2 Conflict with Articles, Equityholders Agreement, or FCP VoteCo Operating Agreement. To the extent that there is any conflict among the terms and provisions of the Equityholders Agreement by and among the Corporation, FCP Holding, Inc., Fertitta Partners LLC (“Fertitta Partners”), FCP Voteco, LLC (“FCP Voteco”), Thomas J. Barrack, Jr., Frank J. Fertitta III, Lorenzo J. Fertitta, Fertitta Colony Partners LLC (“Fertitta Colony Partners”), FC Investor, LLC, FJF Investco, LLC, LJF Investco, LLC, BLS Investco, LLC and the other equityholders of Fertitta Partners and Fertitta Colony Partners identified on the signature pages thereto, dated , 2007 (as amended from time to time in accordance with the terms thereof, the “Equityholders Agreement”), the Articles of Incorporation, these Bylaws and the Amended and Restated Operating Agreement of FCP VoteCo dated as of even date herewith (as amended from time to time in accordance with the terms thereof, the “FCP VoteCo Operating Agreement”), the terms and provisions of the FCP VoteCo Operating Agreement shall prevail.

CERTIFICATION

The undersigned, as the duly elected secretary of FCP Acquisition Sub, a Nevada corporation, does hereby certify that the Board of Directors of the Corporation adopted the foregoing Amended and Restated Bylaws on the day of , 2007.


	Lorenzo J. Fertitta, Secretary

Under the Securities Exchange Act of 1934 (Amendment No. 2, 31, 32 and 33)*

ARTICLE I NAME

ARTICLE II CAPITAL STOCK

Section 1. Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is [ ] shares, consisting of [ ] shares of common stock (the “Common Stock”), [ ] shares of non-voting common stock (the “Non-Voting

Section 2. Common Stock.

(a) Dividend Rate. Subject to the rights of holders of any Preferred Stock having preference as to dividends, the holders of Common Stock and Non-Voting Common Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors out of assets legally available therefor.

assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock.

Section 4. Preferred Stock.

the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable).

ARTICLE III COMPLIANCE WITH GAMING LAWS

Section 1. Definitions. For purposes of this Article III, the following terms shall have the meanings specified below:

(a) “Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Securities Act”).

(d) “Gaming Authorities” shall mean all international, foreign, federal, state, local and other regulatory and licensing bodies and agencies with authority over Gaming within any Gaming Jurisdiction.

(e) “Gaming Jurisdictions” shall mean all jurisdictions, domestic and foreign, and their political subdivisions, in which Gaming Activities are lawfully conducted.

(f) “Gaming Laws” shall mean all laws, statutes, ordinances and regulations pursuant to which any Gaming Authority possesses regulatory and licensing authority over Gaming within any Gaming Jurisdiction, and all rules and regulations promulgated by such Gaming Authority thereunder.

(g) “Gaming Licenses” shall mean all licenses, permits, approvals, authorizations, registrations, findings of suitability, franchises, entitlements and orders of registration issued by a Gaming Authority necessary for or relating to the conduct of Gaming Activities.

(k) “Person” shall mean an individual, partnership, corporation, limited liability company, trust or any other entity.

(l) “Redemption Date” shall mean the date by which the Securities Owned or Controlled by an Unsuitable Person are to be redeemed by the Corporation or an Affiliated Company.

(n) “Redemption Price” shall mean the price for the redemption of any Securities to be redeemed pursuant to this Article, which shall be that price (if

(o) “Securities” shall mean the capital stock or other securities of or interests in the Corporation and any Affiliated Companies.

Section 2. Compliance with Gaming Laws and Liquor Laws. From and after such time as the Corporation or any of the Affiliated Companies is an applicant for licensure or registration or is licensed by or registered with the Nevada gaming authorities, the Corporation,

Section 3. Finding of Unsuitability.

Section 5. Indenture Restrictions. The Corporation shall cause to be placed in every indenture or other operative document relating to publicly traded Securities other than capital stock of the Corporation a provision requiring that any Person or Affiliate of a Person

who holds the indebtedness represented by that indenture and is found to be unsuitable to hold such interest shall have the interest redeemed or shall dispose of the interest in the Corporation in the manner set forth in the indenture or other document.

ARTICLE IV DIRECTORS AND OFFICERS

Section 1. Number of Directors. The members of the governing board of the Corporation are styled as directors. The authorized number of directors of the Corporation shall be fixed from time-to-time (and increased or decreased) as provided in the Amended and Restated Bylaws of the Corporation.

Section 2. Current Directors. The names and post office boxes or street addresses of the current directors of the Board of Directors, which are three (3) in number are:

Section 5. Payment of Expenses. In addition to any other rights of indemnification permitted by the law of the State of Nevada as may be provided for by the

* * * * *

Under the Securities Exchange Act of 1934
(Amendment No. 2, 31, 32 and 33)*

ARTICLE I
NAME

ARTICLE II
CAPITAL STOCK

ARTICLE III
COMPLIANCE WITH GAMING LAWS

ARTICLE IV
DIRECTORS AND OFFICERS