S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on August 1, 2012

Registration No. 333-[            ]

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

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STATION CASINOS LLC
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

7990
(Primary Standard Industrial Classification Code Number)

27-3312261
(I.R.S. Employer Identification Number)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135
(702) 495-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Frank J. Fertitta III
1505 South Pavilion Center Drive, Las Vegas, Nevada 89135
(702) 495-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

WITH COPIES TO:

Deborah Conrad
Milbank, Tweed, Hadley & McCloy LLP
601 South Figueroa Street, 30^th Floor
Los Angeles, Ca 90017
(213) 892-4671

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective.

           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 14e-4(i) (Cross-Border Tender Offer)	o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Unit(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Senior Notes due 2018	$625,000,000	100%	$625,000,000	$71,625
Guarantees of the Senior Notes due 2018	$625,000,000	100%	$625,000,000	(2)

(1)

Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(2)

No additional registration fee is due for guarantees pursuant to Rule 457(n) under the Securities Act of 1933, as amended.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER	STATE OF INCORPORATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBERS		ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES	I.R.S. EMPLOYER IDENTIFICATION NUMBER
NP Boulder LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312313
NP Red Rock LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312418
NP Palace LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312372
NP Sunset LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312450
NP Development LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-4414759
NP Losee Elkhorn Holdings LLC	Nevada		7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	45-2430388

The information in this prospectus is not complete and may be changed. We may not sell the securities described herein until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell the securities described herein and it is not soliciting any offers to buy such securities in any state where the offer or sale thereof is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 1, 2012

PROSPECTUS

Station Casinos LLC

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
SENIOR NOTES DUE 2018 (THE "EXISTING NOTES")
($625,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

SENIOR NOTES DUE 2018 (THE "EXCHANGE NOTES")

AND

GUARANTEES OF THE EXCHANGE NOTES BY
NP BOULDER LLC, NP RED ROCK LLC, NP PALACE LLC, NP SUNSET LLC, NP
DEVELOPMENT LLC AND NP LOSEE ELKHORN HOLDINGS LLC,

each a wholly-owned subsidiary of Station Casinos LLC

The exchange offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, the 20th day following the date of this prospectus, unless we extend the exchange offer in our sole and absolute discretion (such date and time, the "Expiration Date").

THE EXCHANGE OFFER

Station Casinos LLC, a Nevada limited liability company (together with its consolidated subsidiaries, "Station", "Company", "us", "we", or "our"), hereby offers to exchange all of its currently outstanding Senior Notes due 2018 (the "Existing Notes") tendered in accordance with the procedures described in this prospectus, and not withdrawn, for an equal principal amount of its registered Senior Notes due 2018 (the "Exchange Notes" and along with the Existing Notes, the "Notes").

The exchange offer is not conditioned upon a minimum aggregate principal amount of Existing Notes being tendered. The exchange offer, however, is subject to certain conditions including that the exchange offer does not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission (the "SEC").

THE EXCHANGE NOTES

The Exchange Notes will be substantially identical to the Existing Notes except that the Exchange Notes will be registered under the federal securities laws, and therefore will not bear any legend restricting their transfer, and the holders of the Exchange Notes will not be entitled to certain registration rights and transfer restrictions relating to the Existing Notes under the registration rights agreement further described herein. The Exchange Notes will represent the same debt as the Existing Notes and will be issued under the same indenture under which the Existing Notes were issued, dated as of January 3, 2012 and supplemented by the First Supplemental Indenture, dated as of February 16, 2012, among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the "Indenture").

The Exchange Notes and the guarantees of the Exchange Notes will be our general senior unsecured obligations. The Exchange Notes and the related guarantees will rank senior in right of payment to all our existing and future debt that is expressly subordinated in right of payment to the Exchange Notes and equally in right of payment with all our existing and future senior liabilities. The Exchange Notes and the related guarantees will be effectively subordinated to all of our existing and future secured debt, including our term loan and revolving credit facility (the "Propco Credit Agreement") and other secured debt permitted to be incurred pursuant to the terms of the Indenture, to the extent of the value of the collateral securing such debt. The Exchange Notes will be guaranteed on a senior unsecured basis (each, a "guarantee") by each of our restricted subsidiaries that guarantees our obligations under the Propco Credit Agreement. Our restricted subsidiaries are comprised of our subsidiaries that own Red Rock Casino Resort Spa ("Red Rock"), Palace Station Hotel & Casino ("Palace Station"), Boulder Station Hotel & Casino ("Boulder Station"), Sunset Station Hotel & Casino ("Sunset Station"), NP Development LLC and NP Losee Elkhorn Holdings LLC (each, a "Guarantor"). Station Casinos LLC and the Guarantors are collectively referred to herein as the "Station Casinos Guarantor Group." The Exchange Notes and the guarantees will be structurally subordinated to all of the liabilities and preferred stock of any of our subsidiaries that do not guarantee the Exchange Notes (the "Unrestricted Subsidiary Group").

We will exchange the Exchange Notes for all Existing Notes that are validly tendered and not withdrawn pursuant to the exchange offer. You may withdraw tendered Existing Notes at any time prior to the expiration of the exchange offer. The exchange of Existing Notes for Exchange Notes will not be a taxable transaction for U.S. federal income tax purposes. We will not receive any proceeds from the exchange offer. Holders of Existing Notes will not have any appraisal or dissenters' rights in connection with the exchange offer. Existing Notes not exchanged in the exchange offer will remain outstanding and be entitled to the benefits of the Indenture, but, except under certain circumstances, will have no further exchange or registration rights under the registration rights agreement. We do not intend to apply for listing of the Exchange Notes on any securities exchange or to arrange for them to be quoted on any quotation system. There is no established trading market for the Exchange Notes.

You should consider the "Risk factors" beginning on page 20 of this prospectus before you decide whether to participate in the exchange offer.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act of 1933, as amended, or the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

NONE OF THE SEC, ANY STATE SECURITIES COMMISSION, THE NEVADA GAMING COMMISSION, THE NEVADA STATE GAMING CONTROL BOARD, NOR ANY OTHER GAMING AUTHORITY OR OTHER REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE EXCHANGE NOTES OR THE EXCHANGE OFFER OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is [                        ], 2012.

In making your investment decision, you should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with any other information. If you receive any other information, you should not rely on it. This prospectus is current as of the date hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

TABLE OF CONTENTS

Forward-Looking Statements	ii
Market and Industry Data	iii
Where You Can Find More Information	iii
Incorporation By Reference	iv
Prospectus Summary	1
Summary Description of the Exchange Offer	11
Summary Description of the Exchange Notes	14
Risk Factors	20
Use of Proceeds	37
Capitalization	38
The Exchange Offer	39
Procedures for Tendering Existing Notes	42
Acceptance of Existing Notes for Exchange; Delivery of Exchange Notes	43
Withdrawal Rights	45
Conditions to the Exchange Offer	45
Exchange Agent	46
Consequences of Exchanging or Failing to Exchange Outstanding Notes	48
Unaudited Pro Forma Condensed Consolidated Financial Statements	49
Description of the Exchange Notes	54
Certain United States Federal Income Tax Considerations	105
Plan of Distribution	107
Certain Erisa Considerations	108
Legal Matters	109
Experts	109

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

i

FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements contain words such as "believe," "estimate," "expect," "intend," "plan," "project," "may," "will," "might," "should," "could," "would," "seek," "pursue" and "anticipate" or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this prospectus include, among other things, statements concerning:

•

projections of future results of operations or financial condition;

•

expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

•

expenses and our ability to operate efficiently;

•

expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

•

our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

•

our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

•

expectations regarding availability of capital resources, including our ability to refinance our outstanding indebtedness;

•

our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and

•

the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.

        Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:

•

the economic downturn, and in particular the economic downturn in Nevada, and its effect on consumer spending and our business;

•

the intense competition within the gaming industry;

•

the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;

•

our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;

•

the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;

ii

•

the extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;

•

risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;

•

general business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, and general economic conditions, including interest rates and availability of financing, on our business and results of operations;

•

adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; and

•

risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns and construction delays.

For additional contingencies and uncertainties, see "Risk Factors."

        Given these risks and uncertainties, we can give no assurances that results contemplated by any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

MARKET AND INDUSTRY DATA

        Some of the market and industry data contained in this prospectus are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained in this prospectus and our beliefs and estimates based on such data may not be reliable.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a Registration Statement on Form S-4 under the Securities Act with respect to the Exchange Notes. This prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Exchange Notes, reference is made to the Registration Statement. Any statements made in this prospectus concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement submitted to the SEC. The Registration Statement, the exhibits forming a part thereof and the reports and other information filed by us with the SEC in accordance with the Exchange Act may be inspected, without charge, at the Public Reference Section of the SEC located at 100 F. Street, N.E., Washington, D.C., 20549. Copies of all or any portion of the material may be obtained from the Public Reference Section of the SEC upon payment of the prescribed fees. The SEC also maintains a website on the World Wide Web that contains periodic reports, proxy and information statements and other information at http://www.sec.gov.

        We file annual, quarterly, and other reports, proxy statements and other information with the SEC under the Exchange Act of 1934. You may read and copy any materials we file with the SEC at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at

iii

1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public through the SEC's website at http://www.sec.gov. General information about us, including our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments and exhibits to those reports, are available free of charge through our website at http://www.stationcasinos.com as soon as reasonably practicable after we file them with, or furnish them to, the SEC. Information on our website or publicly filed is not incorporated into this prospectus or our other securities filings and is not a part of this prospectus.

INCORPORATION BY REFERENCE

        We incorporate into this prospectus by reference:

•

our Annual Report on Form 10-K for the year ended December 31, 2011 that we filed with the SEC on March 30, 2012;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 that we filed with the SEC on May 15, 2012; and

•

our Current Reports on Form 8-K, that we filed with the SEC on January 6, 2012, February 23, 2012, April 5, 2012, April 27, 2012, May 1, 2012, and July 25, 2012.

        Any statement therein that is modified or superseded by statements in this prospectus does not, except as modified or superseded, constitute a part of this prospectus.

        This prospectus is accompanied by a copy of our Annual Report on Form 10-K for the year ended December 31, 2011. We will provide, without charge, each person to whom a prospectus is delivered a copy of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. You can obtain documents incorporated by reference in this prospectus, other than some exhibits to those documents, by requesting them in writing or by telephone from us at the following:

Station Casinos LLC
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
Attention: Investor Relations

iv

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary may not contain all of the information that you should consider in determining whether to tender Existing Notes in the exchange offer. This prospectus contains forward-looking statements that involve risks and uncertainties. You should read the entire prospectus carefully, including the section entitled "Risk Factors," our financial statements and the related notes and management's discussion and analysis of financial condition and results of operations thereof included elsewhere or incorporated by reference into this prospectus, before making a decision to purchase the Notes.

As discussed elsewhere in this prospectus, we acquired substantially all of the assets and assumed certain liabilities of Station Casinos, Inc. ("STN") in connection with STN's plan of reorganization that was consummated on June 17, 2011 (the "Effective Date"). Unless otherwise noted, the terms the "Company," "we," "us" and "our" refer to Station Casinos LLC and its consolidated subsidiaries for periods following the Effective Date and to STN and its consolidated subsidiaries (collectively referred to herein as "Station") for periods prior to the Effective Date. The term "Issuer" refers only to Station Casinos LLC and the term "Guarantors" refers to our restricted subsidiaries that guarantee our obligations under the Notes and the Propco Credit Agreement, comprised of our subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC.

Our Company

        We are a gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties under the Station and Fiesta brands and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage Gun Lake Casino in Allegan County, Michigan.

        We operate our properties under four distinct brand categories: Luxury (Red Rock and Green Valley Ranch), Casual Classic (Station), Value (Fiestas) and Neighborhood (Wildfire and Barley's). All of these brand categories offer convenience and choices to residents throughout the Las Vegas valley with our strategically located portfolio of properties. Each of our properties caters primarily to local Las Vegas area residents. We believe that our out-of-town patrons are also discerning customers who enjoy a value oriented, high-quality experience. We believe that our patrons view our hotel and casino product as a preferable alternative to attractions located on the Las Vegas Strip and in downtown Las Vegas.

        Our principal source of revenue and operating income is gaming, primarily slot revenue, and we use our non-gaming amenities to drive customer traffic to our casino properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

        We believe the high-quality entertainment experience we provide our customers also differentiates us from our competitors. Our casino properties are conveniently located throughout the Las Vegas valley and provide our customers a wide variety of entertainment and dining options. We believe we surpass our competitors in offering casino patrons the newest and most popular slot and video games featuring the latest technology.

        Our subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC will guarantee our obligations under the Notes. None of our other subsidiaries, which own our other properties and have significant assets and operations and substantial indebtedness, will guarantee our obligations under the Notes.

1

Our Properties

        Set forth below is certain information as of March 31, 2012 concerning our properties, each of which is more fully described following the table.

	Hotel Rooms		Slots(1)		Gaming Tables(2)		Parking Spaces(3)		Acreage
Station Casinos Guarantor Group Properties
Red Rock		811		2,974		59		5,500		64
Palace Station		1,011		1,604		44		3,000		30
Boulder Station		300		2,803		33		3,300		54
Sunset Station		457		2,460		39		5,800		82
Non-Guarantor Properties
Green Valley Ranch		495		2,375		55		4,000		40
Texas Station		201		2,013		27		4,700		47
Santa Fe Station		200		2,711		38		5,200		39
Fiesta Rancho		100		1,422		15		2,800		25
Fiesta Henderson		224		1,626		20		3,400		46
Wild Wild West		260		196		6		592		19
Wildfire Rancho		—		213		—		265		5
Wildfire Boulder		—		174		—		230		2
Gold Rush		—		146		—		123		1
Lake Mead Casino		—		86		—		64		3
Barley's (50% owned)		—		197		—		—		—
The Greens (50% owned)		—		35		—		—		—
Wildfire Lanes (50% owned)		—		199		—		—		—

(1)

Includes slot and video poker machines and other coin-operated devices.

(2)

Generally includes blackjack ("21"), craps, roulette, pai gow poker, mini baccarat, let it ride, three-card poker, Texas hold'em and wild hold'em. The Guarantor Properties and four of our largest Non-Guarantor Properties also offer a race and sports book, a keno lounge and a bingo parlor. Several of our smaller properties also offer a sports book.

(3)

Includes covered parking spaces of 3,000 for Red Rock, 1,500 for Palace Station, 1,500 for Boulder Station, 2,100 for Sunset Station, 2,200 for Green Valley Ranch, 2,400 for Texas Station, 3,600 for Santa Fe Station, 500 for Fiesta Rancho and 1,500 for Fiesta Henderson.

2

        Set forth below is a map showing the locations of our properties, which are located near major roads, providing easy access to customers, including the approximately 2 million people who live within the Las Vegas metropolitan statistical area.

Station Casinos Guarantor Group Properties

        Red Rock.    Red Rock, which opened in April 2006, is strategically located on Charleston Boulevard at the Interstate 215/Charleston interchange in the Summerlin master-planned community in Las Vegas, Nevada. Red Rock features an elegant desert oasis theme with a contemporary design offering 811 hotel rooms featuring luxury amenities. In addition to its standard guest rooms, the hotel offers six styles of suites, including one-of-a-kind custom villas and penthouse suites. Additional non-gaming amenities include nine full-service restaurants, a 16-screen movie theater complex, 94,000 square feet of meeting and convention space, a full-service spa, a 72-lane bowling center and a Kid's Quest child care facility. Red Rock's nine full-service restaurants have a total of approximately 1,600 seats and include Hachi (a contemporary Japanese restaurant), T-bones Chophouse, Terra Rossa (an Italian restaurant), Cabo Mexican Restaurant, the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbeque, American and Chinese cuisines), Sand Bar, Yard House and LBS: A Burger Joint (a gourmet burger restaurant). In addition, Red Rock features numerous bars and lounges including Rocks Lounge offering free live entertainment, Onyx Bar, Sand Bar and Lucky Bar. Red Rock also offers a variety of fast-food outlets.

        Palace Station.    Palace Station, which opened in 1976, is strategically located at the intersection of Sahara Avenue and Interstate 15, one of Las Vegas' most heavily traveled areas. Palace Station is a short distance from McCarran International Airport and from major attractions on the Las Vegas Strip and downtown Las Vegas. Palace Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including newly remodeled hotel rooms, seven full-service restaurants, a 275-seat

3

entertainment lounge, four additional bars, two swimming pools, an approximately 20,000-square-foot banquet and convention center, a gift shop and a non-gaming video arcade. Palace Station's seven full-service restaurants have a total of approximately 1,300 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbeque, American and Chinese cuisines), The Broiler Steaks and Seafood, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, an oyster bar and Food Express Chinese Restaurant. In addition to these restaurants, Palace Station offers various fast-food outlets and the Louie Anderson Theater featuring Bonkers Comedy Club.

        Boulder Station.    Boulder Station, which opened in August 1994, is strategically located on Boulder Highway, immediately adjacent to the Interstate 515 interchange. We believe that Boulder Station's highly visible location at this well-traveled intersection offers a competitive advantage relative to the other hotels and casinos located on Boulder Highway. Boulder Station is located approximately four miles east of the Las Vegas Strip and approximately four miles southeast of downtown Las Vegas. Boulder Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including five full-service restaurants, a 750-seat entertainment lounge, six additional bars, an 11-screen movie theater complex, a Kid's Quest child care facility, a swimming pool, a non-gaming video arcade and a gift shop. Boulder Station's five full-service restaurants have a total of over 1,400 seats. These restaurants, which offer a variety of high-quality meals at reasonable prices, include the Grand Café, Feast Buffet, The Broiler Steaks and Seafood, Pasta Cucina (an Italian restaurant) and Cabo Mexican Restaurant. In addition to these restaurants, Boulder Station offers various fast-food outlets.

        Sunset Station.    Sunset Station, which opened in June 1997, is strategically located at the intersection of Interstate 515 and Sunset Road. Multiple access points provide customers convenient access to the gaming complex and parking areas. Situated in a highly concentrated commercial corridor along Interstate 515, Sunset Station has prominent visibility from the freeway and the Sunset commercial corridor. Sunset Station is located approximately nine miles east of McCarran International Airport and approximately seven miles southeast of Boulder Station. Sunset Station features a Spanish/Mediterranean-style theme with non-gaming amenities including seven full-service restaurants themed to capitalize on the familiarity of the restaurants at our other properties, a 520-seat entertainment lounge, a 4,000-seat outdoor amphitheater, eight additional bars, a gift shop, a non-gaming video arcade, a 13-screen movie theater complex, a 72-lane bowling center, a Kid's Quest child care facility and a swimming pool. Sunset Station's seven full-service restaurants have a total of approximately 2,100 seats featuring "live-action" cooking and simulated patio dining. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Sonoma Cellar Steakhouse, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, Feast Buffet, Hooter's and an oyster bar. Guests may also enjoy the Gaudi Bar, a centerpiece of the casino featuring over 8,000 square feet of stained glass. Sunset Station also offers a variety of fast-food outlets.

Non-Guarantor Properties

        Green Valley Ranch.    Green Valley Ranch, which opened in December 2001, is strategically located at the intersection of Interstate 215 and Green Valley Parkway in Henderson, Nevada. Green Valley Ranch is approximately five minutes from McCarran International Airport and seven minutes from the Las Vegas Strip. Green Valley Ranch was designed to complement the Green Valley master planned community. The AAA Four Diamond resort features a Mediterranean style villa theme with non-gaming amenities including eight full-service restaurants, a 4,200-square-foot non-gaming arcade, a state-of-the-art spa with outdoor pools, a 10-screen movie theater complex, two gift shops, approximately 65,000 square feet of meeting and convention space and an entertainment lounge. Green Valley Ranch also offers an 8-acre complex featuring private poolside cabanas, a contemporary poolside bar and grill, one and a half acres of vineyards and an outdoor performance venue. Green Valley

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Ranch's eight full-service restaurants include the China Spice (a Chinese restaurant), Sushi+Sake, Terra Verde (an Italian restaurant), Hank's Fine Steaks and Martinis, Feast Buffet, Tides Oyster Bar, the Grand Café and Turf Grill. Green Valley Ranch also offers a variety of fast-food outlets to enhance the customers' dining selection. Guests may also enjoy the Drop Bar, a centerpiece of the casino, The Lobby Bar, which is open to the hotel entrance and the pool area, and Ovation, an entertainment lounge.

        Texas Station.    Texas Station, which opened in July 1995, is strategically located at the corner of Lake Mead Boulevard and Rancho Drive in North Las Vegas. Texas Station features a friendly Texas atmosphere, highlighted by distinctive early Texas architecture with non-gaming amenities including five full-service restaurants a Kid's Quest child care facility, a 300-seat entertainment lounge, a 1,700-seat event center, eight additional bars, an 18-screen movie theater complex, a swimming pool, a non-gaming video arcade, a gift shop, a 60-lane bowling center and approximately 40,000 square feet of meeting and banquet space. Texas Station's five full-service restaurants have a total of approximately 1,200 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Austins Steakhouse, Pasta Cucina (an Italian restaurant), Feast Buffet and Texas Star Oyster Bar. In addition, guests may also enjoy the unique features of several bars and lounges including Martini Ranch, Whiskey Bar, Garage Bar, A-Bar and South Padre. Texas Station also offers a variety of fast-food outlets.

        Santa Fe Station.    In October 2000, the Company purchased Santa Fe Station, which is strategically located at the intersection of Highway 95 and Rancho Drive, approximately five miles northwest of Texas Station. Santa Fe Station features non-gaming amenities including four full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 500-seat entertainment lounge, seven additional bars, a 60-lane bowling center, a 16-screen movie theater complex, a Kid's Quest child care facility and over 14,000 square feet of meeting and banquet facilities. Santa Fe Station's four full-service restaurants have a total of approximately 1,000 seats, which include The Charcoal Room (a steakhouse), Cabo Mexican Restaurant, the Grand Café and Feast Buffet. Guests may also enjoy Revolver Saloon and Dance Hall or 4949 Lounge, a centerpiece of the casino. Santa Fe Station also offers a variety of fast-food outlets.

        Fiesta Rancho.    In January 2001, the Company purchased Fiesta Rancho, which is strategically located at the intersection of Lake Mead Boulevard and Rancho Drive in North Las Vegas across from Texas Station. Fiesta Rancho features a Southwestern theme with non-gaming amenities including three full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 600-seat entertainment lounge, a regulation-size ice skating rink and three additional bars. Fiesta Rancho's three full-service restaurants have a total of over 870 seats, and include a 24-hour Denny's Restaurant, Garduno's (a Mexican restaurant) and Festival Buffet. Fiesta Rancho also offers a variety of fast-food outlets.

        Fiesta Henderson.    In January 2001, the Company purchased Fiesta Henderson, which is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada. The property features four full-service restaurants, a 12-screen movie theater complex, a gift shop, a swimming pool, three bars and lounges and meeting space. Fiesta Henderson's four full-service restaurants have a total of approximately 1,100 seats, and include a 24-hour Denny's Restaurant, Fuego Steakhouse, Amigo's Mexican Cantina and Festival Buffet. Fiesta Henderson also offers a variety of fast-food outlets.

        Wild Wild West.    Wild Wild West, which the Company acquired in 1998, is strategically located on Tropicana Avenue and immediately adjacent to Interstate 15. Wild Wild West's non-gaming amenities includes a full-service restaurant, a bar, a gift shop and a truck plaza. In December 2009, Wild Wild West was rebranded as Days Inn—Las Vegas under a franchise agreement with Days Inn Worldwide.

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        Wildfire Rancho.    In January 2003, the Company purchased Wildfire Casino—Rancho ("Wildfire Rancho") located on Rancho Drive across from Texas Station. Wildfire Rancho's non-gaming amenities include a lounge, outdoor patio and a full-service restaurant.

        Wildfire Boulder & Wildfire Sunset.    In August 2004, the Company purchased Wildfire Casino—Boulder ("Wildfire Boulder") (formerly known as Magic Star) and Wildfire Casino—Sunset ("Wildfire Sunset") (formerly known as Gold Rush Casino). Both properties offer non-gaming amenities which include a full-service restaurant and a bar.

        Lake Mead Casino.    In September 2006, the Company purchased Lake Mead Casino located in Henderson, Nevada. Lake Mead Casino's non-gaming amenities include a full-service restaurant and bar.

        Barley's, The Greens and Wildfire Lanes.    We own a 50% interest in each of Barley's Casino & Brewing Company ("Barley's"), a casino and brew pub located in Henderson, Nevada that opened in January 1996, the Greens Gaming and Dining ("The Greens"), a restaurant and lounge located in Henderson, Nevada, and Wildfire Lanes and Casino ("Wildfire Lanes"), located in Henderson, Nevada. Wildfire Lanes' non-gaming amenities include a full-service restaurant, a bar and an 18-lane bowling center. We are the managing partner for Barley's, The Greens and Wildfire Lanes and receive a management fee equal to approximately 10% of Earning Before Interest, Taxes, Depreciation and Amortization ("EBITDA") of such entities.

Our Managed Property

        Gun Lake.    We manage the Gun Lake Casino ("Gun Lake") in Allegan County, Michigan, which opened in February 2011, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. Gun Lake is located on approximately 147 acres on U.S. Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,500 slot machines, 28 table games and various dining options. We have a 50% ownership interest in the manager of Gun Lake, MPM Enterprises LLC, a Michigan limited liability company ("MPM") which receives a management fee equal to approximately 30% of the net income of Gun Lake pursuant to a seven year management contract that commenced in February 2011. Pursuant to the terms of the MPM operating agreement, our portion of the management fee is 50% of the first $24 million of management fees earned, 83% of the next $24 million of management fees earned, and 93% of any management fees in excess of $48 million.

Our Business Strategy

        Our operating strategy emphasizes attracting and retaining customers primarily from the Las Vegas locals market and, to a lesser extent, out-of-town visitors. Our properties attract customers through:

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innovative, frequent and high-profile promotional programs directed towards the Las Vegas locals market;

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convenient locations;

•

offering our customers the latest in slot and video poker technology;

•

focused marketing efforts targeting our extensive customer database; and

•

development of strong relationships with specifically targeted travel wholesalers in addition to convention business.

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        The Las Vegas locals market is very competitive, and we compete with both large hotel casinos in Las Vegas and smaller gaming-only establishments throughout the Las Vegas valley.

        Provide a High-Value Experience.    Because we target repeat customers, we are committed to providing a high-value entertainment experience for our customers in the restaurants, hotels, casinos and other entertainment amenities. We have developed regional entertainment destinations for locals that include other amenities such as spas, movie theaters, bowling centers, ice skating, live entertainment venues and child care facilities. We believe the value offered by the restaurants at each of our casino properties is a major factor in attracting local gaming customers, as dining is a primary motivation for casino visits by many locals. Through their restaurants, each of which has a distinct style of cuisine, our casino properties offer generous portions of high-quality food at reasonable prices. Our operating strategy focuses on slot and video poker machine play. Our target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because locals and repeat visitors demand variety and quality in their slot and video poker machine play, we offer the latest in slot and video poker technology at our casino properties. As part of our commitment to providing a quality entertainment experience for our patrons, we are dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere.

        Marketing and Promotion.    We employ an innovative marketing strategy that utilizes frequent high-profile promotional programs in order to attract customers and establish a high level of name recognition. In addition to marketing through television, radio and newspaper, we have created and sponsored promotions that have become a tradition in the locals market, such as our Jumbo Brand products and our annual Great Giveaway promotion.

        Our Boarding Pass player rewards program allows guests to earn points based on their level of gaming activity. Participants in the program can redeem points at any of our Las Vegas-area properties for cash and complimentary slot play, food, beverages, meals in any of the restaurants, hotel rooms, movie passes, entertainment tickets and merchandise.

        We are heavily focused on using cutting-edge technology to drive customer traffic with products created by us, such as our Jumbo Brand products, which include "Jumbo Pennies," "Jumbo Bingo," "Jumbo Keno" and "Jumbo Hold'Em." Other products include "Xtra Play Cash" and "Sports Connection," among others. We believe that these products create sustainable competitive advantages and will continue to distinguish us from our competition.

        Employee Relations.    Station began as a family-run business in 1976 and has maintained close-knit relationships amongst its management, and endeavors to instill among our employees this same sense of loyalty. Toward this end, we take a hands-on approach through active and direct involvement with employees at all levels. We believe we have very good employee relations. See "Risk Factors—Risks Related to our Business—Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs."

Restructuring Transactions

        In November 2007, STN effected a going-private transaction (the "2007 Going Private Transaction") which involved the acquisition of all of the then outstanding shares of common stock of STN. In connection with the 2007 Going Private Transaction, affiliates of Colony Capital, LLC invested an aggregate of $2.7 billion in cash to acquire an indirect interest in approximately 75.9% of the equity interest in STN and stockholders of STN, including affiliates of the Fertittas, rolled over shares of STN common stock with a value of approximately $900.6 million, resulting in an indirect interest of approximately 24.1% equity interest in STN. STN also incurred approximately $3.65 billion of debt to consummate the 2007 Going Private Transaction.

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        Shortly after the consummation of the 2007 Going Private Transaction, the economy in the United States sharply declined, consumer spending deteriorated and the credit markets severely contracted. The decline in the economy, diminished consumer confidence and the unavailability of credit was devastating to the gaming industry generally and Las Vegas in particular. STN experienced a significant reduction in revenues. After engaging in various restructuring efforts in 2008 and the first half of 2009, STN and certain of its subsidiaries filed cases under Chapter 11 of Title 11 of the United States Code (the "Chapter 11 Cases") on July 28, 2009.

        In connection with the Chapter 11 Cases, effective as of June 17, 2011, the Company and its subsidiaries acquired substantially all of the assets of its predecessor, STN, and certain of STN's subsidiaries and affiliates, including (i) Red Rock, Palace Station, Boulder Station, and Sunset Station (collectively, the "Station Casinos Guarantor Group Properties"), (ii) Santa Fe Station, Texas Station, Fiesta Henderson, Fiesta Rancho, interests in certain Native American gaming projects and various parcels of undeveloped land (the "Opco Assets"), in each case pursuant to the joint plan (the "Plan") of reorganization of STN and certain affiliated debtors under the Chapter 11 Case confirmed on July 22, 2009 and the Asset Purchase Agreement dated as of June 7, 2010 and (iii) Green Valley Ranch, pursuant to that certain Asset Purchase Agreement, dated as of March 9, 2011. In conjunction with these transfers: (i) our voting equity interests (the "Voting Units") were issued to Station Voteco LLC, a Delaware limited liability company formed to hold the Voting Units of the Company ("Station Voteco"), which is owned by (a) Robert A. Cashell Jr. and Stephen J. Greathouse and (b) an entity owned by Frank J. Fertitta III, our Chief Executive Officer, President and a member of our Board of Managers, and Lorenzo J. Fertitta, a member of our Board of Managers and (ii) our non-voting equity interests (the "Non-Voting Units" together with our Voting Units, our "units") were issued to Station Holdco LLC, a Delaware limited liability company formed to hold the Non-Voting Units of the Company ("Station Holdco"), which is currently owned by German American Capital Corporation (an affiliate of Deutsche Bank Securities Inc.) ("GACC"), FI Station Investor LLC, a newly formed limited liability company owned by affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta ("FI Station Investor"), and the holders of STN's senior and senior subordinated notes.

        In addition, on the Effective Date, we and our subsidiaries entered into:

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The Propco Credit Agreement among the Company, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties thereto, consisting of a term loan facility in the principal amount of $1.575 billion and a revolving credit facility in the amount of $125 million. On January 3, 2012 an aggregate principal amount of $625 million in term loans outstanding under the Propco Credit Agreement was exchanged for Notes (the "Exchange"). Immediately following the Exchange, an aggregate of $941 million in term loans remained outstanding under the Propco Credit Agreement;

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A new credit agreement among NP Opco LLC ("Opco"), Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties there to, consisting of approximately $436 million in aggregate principal amount of term loans and a $25 million revolving credit facility (the "Opco Credit Agreement");

•

An amended and restated credit agreement (the "Restructured Land Loan") among CV PropCo, LLC ("CV Propco"), Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders (the "Land Loan Lenders"), consisting of a term loan facility with a principal amount of $106 million; and

•

A new first lien credit agreement among Station GVR Acquisition, LLC ("GVR Borrower"), Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders (collectively, the "GVR Lenders"), consisting of a revolving credit facility in the amount of $10 million and a term loan facility in the amount of $215 million ("GVR First Lien Credit Agreement") and a new second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the "GVR Second Lien Credit Agreement" and together with the GVR First Lien Credit Agreement, the "GVR Credit Agreements").

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        Effective as of June 17, 2011, the Company and certain of its subsidiaries entered into management agreements with subsidiaries of Fertitta Entertainment LLC ("Fertitta Entertainment") relating to the management of the Station Casinos Guarantor Group Properties, the Opco Assets, Green Valley Ranch and Wild Wild West (the "Management Agreements"). The Propco Credit Agreement, Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the "Credit Agreements." The transactions described in this section are collectively referred to herein as the "Restructuring Transactions." For a description of the terms of the Credit Agreements, see "Description of Other Indebtedness."

Summary Corporate Structure

        The following chart illustrates the economic ownership of Station Casinos LLC and certain of its subsidiaries and affiliates following the sale of certain equity interests formerly held by JPMorgan Chase Bank, N.A. on April 30, 2012 and the outstanding principal amount of debt obligations of such entities as of March 31, 2012:

(1)

The economic interests of Frank J. Fertitta III, Lorenzo J. Fertitta, German American Capital Corporation and the former unsecured creditors consist of an indirect interest in non-voting units of Station Casinos LLC.

(2)

Represents the Station Casinos Guarantor Group, which accounted for approximately $171.5 million, or 54%, of our net revenues and approximately $32.2 million, or 56%, of our operating income, in each case for the three months ended March 31, 2012. The Station Casinos

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Guarantor Group also had approximately 54.3% of our assets and had outstanding indebtedness of approximately $1.65 billion as of March 31, 2012.

(3)

Unrestricted subsidiaries that will not guarantee the Notes. The Unrestricted Subsidiary Group accounted for approximately $146.7 million, or 46%, of our net revenues and approximately $25.8 million, or 44% of our operating income, in each case for the three months ended March 31, 2012. The Unrestricted Subsidiary Group also had approximately 45.7% of our assets and had outstanding indebtedness of $684 million as of March 31, 2012 (excluding a nonrecourse land loan of $107 million).

(4)

Term of facility is subject to optional extensions for two one-year periods, subject to satisfaction of conditions of such extension.

(5)

Dollars in millions.

Additional Information

        We are a Nevada limited liability company. Our principal executive offices are located at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, and our telephone number at that address is (702) 495-3000. Our corporate website address is www.stationcasinos.com. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus and does not constitute a part of this prospectus, and you should not rely on that information.

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SUMMARY DESCRIPTION OF THE EXCHANGE OFFER

On February 22, 2012, the initial purchasers of the Existing Notes privately placed an aggregate total of $625,000,000 principal amount of the Existing Notes in transactions exempt from registration under the Securities Act. In connection with such transactions, we entered into a Registration Rights Agreement, dated February 22, 2012, (the "Registration Rights Agreement") with the initial purchasers of the Existing Notes. In the Registration Rights Agreement, we agreed to register under the Securities Act an offer of our new Exchange Notes in exchange for our Existing Notes. In this prospectus, we refer to the Existing Notes and the Exchange Notes together as the "Notes." You should read the discussion in the section entitled "Summary Description of the Exchange Notes" for information regarding the Notes.

Existing Notes	Senior Notes due 2018.
Exchange Notes	Senior Notes due 2018, the issuance of which has been registered under the Securities Act. The form and the terms of the Exchange Notes will be identical in all material respects to those of the Existing Notes, except that the transfer restrictions and registration rights relating to the Existing Notes will not apply to the Exchange Notes.
Exchange Offer	We are offering to issue up to $625.0 million aggregate principal amount of the Exchange Notes in exchange for a like principal amount of the Existing Notes to satisfy our obligations under the Registration Rights Agreement. The Existing Notes were sold in transactions in reliance upon the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act.
Expiration Date; Tenders	The exchange offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, the twentieth business day following the date of this prospectus, unless extended in our sole and absolute discretion. By tendering your Existing Notes, you represent to us that:
	• you are not our "affiliate," as defined in Rule 405 under the Securities Act or if you are our "affiliate" as defined in Rule 405 under the Securities Act and you are engaging in or intend to engage in or have an arrangement or understanding with any person to participate in a distribution of the Exchange Notes to be acquired pursuant to the exchange offer, you will not rely on the applicable interpretations of the SEC and will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;
	• any Exchange Notes you receive in the exchange offer are being acquired by you in the ordinary course of your business;
	• at the time of the commencement of the exchange offer, neither you nor anyone receiving Exchange Notes from you, has any arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes in violation of the Securities Act;

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	• if you are a broker-dealer, you will receive the Exchange Notes for your own account in exchange for Existing Notes that were acquired by you as a result of your market-making or other trading activities and that you will deliver a prospectus in connection with any resale of the Exchange Notes you receive. For further information regarding resales of the Exchange Notes by participating broker-dealers, see the discussion under the caption "Plan of Distribution;" and
	• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the Exchange Notes, as defined in the Securities Act.
Withdrawal; Non-Acceptance	You may withdraw any Existing Notes tendered in the exchange offer at any time prior to 5:00 p.m., New York City time, on [                        ], 2012. To be effective, a written notice of withdrawal must be received by the Exchange Agent, at the address set forth under the caption "Exchange Agent." For further information regarding the withdrawal of any tendered Existing Notes, see "Withdrawal Rights."
Conditions to the Exchange Offer	As described more fully in this prospectus, consummation of the exchange offer is subject to the satisfaction or waiver of certain conditions, including, among other things, the Exchange Offer Conditions. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if various specified events occur.
Procedure for Tending Existing Notes	For a description of the procedure for tendering Existing Notes, see "Procedures for Tendering Existing Notes" and the letter of transmittal.
Consequences of Failure to Exchange	For a description of the consequences of failing to exchange your Existing Notes pursuant to the exchange offer, see "Risk Factors—Certain Risks Related to the Exchange Offer."
Use of Proceeds	We will not receive any proceeds from the exchange offer. In consideration for issuing the Exchange Notes in exchange for the Existing Notes as described in this prospectus, we will receive, retire and cancel the Existing Notes.

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Broker-Dealers

Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes which were received by the broker-dealer as a result of market making or other trading activities. See "Plan of Distribution" for more information.

Taxation

The exchange of Existing Notes for Exchange Notes will not be a taxable transaction for United States federal income tax purposes. For more information, see "Certain United States Federal Income Tax Considerations."

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SUMMARY DESCRIPTION OF THE EXCHANGE NOTES

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. See the "Description of the Exchange Notes" section of this prospectus for a more detailed description of the terms and conditions of the Notes.

Issuer	Station Casinos LLC.
Exchange Notes Offered	Up to $625.0 million aggregate principal amount of Senior Notes due 2018.
Stated Maturity Date	The Exchange Notes will mature on June 18, 2018.
Interest	Cash interest on the Exchange Notes initially accrues at the rate of 3.65% per annum and is payable semi-annually in cash in arrears on each June 15 and December 15, commencing June 15, 2012. The interest rate will increase to 3.66% on June 16, 2012, 3.67% on June 16, 2013, 4.87% on June 16, 2014, to 7.22% on June 16, 2016 and to 9.54% on June 16, 2017.
Duration Fee	A duration fee equal to 1.00% of the then outstanding amount of the Exchange Notes (if any) will be payable on June 17, 2016 and June 19, 2017.
Interest Payment Dates	Each June 15 and December 15, commencing June 15, 2012.
Ranking	The Exchange Notes:
	• are our general senior unsecured obligations;
	• rank equally in right of payment with all of our existing and future senior indebtedness, but are effectively subordinated to all of our existing and future secured indebtedness to the extent of the value of the collateral that secures such indebtedness;
	• are senior in right of payment to all of our existing and future indebtedness that is subordinated in right of payment to the Notes; and
	• are structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries that are not Guarantors.
	The guarantee of each Guarantor:
	• is a general senior unsecured obligation of such Guarantor;
	• ranks equally in right of payment with all existing and future senior indebtedness of such Guarantor, but is effectively subordinated to all of such Guarantor's secured indebtedness to the extent of the value of the collateral that secures such indebtedness;

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	• is senior in right of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to its guarantee; and
	• is structurally subordinated to any existing and future indebtedness and other liabilities of subsidiaries of such Guarantor that is not also a Guarantor.
	As of March 31, 2012, the Issuer and the Guarantors had $1.65 billion of indebtedness outstanding under the Propco Credit Agreement (excluding $12.1 million of outstanding letters of credit and $86.5 million of available undrawn revolving credit commitments).
Guarantees	Each of our restricted subsidiaries that are Guarantors under the Propco Credit Agreement unconditionally guarantees the Notes on a senior unsecured basis. Our restricted subsidiaries that guarantee the Propco Credit Agreement are comprised of our subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC.
	The Exchange Notes are not guaranteed by any of our existing unrestricted subsidiaries or any of their respective subsidiaries. Our subsidiaries that do not guarantee the Exchange Notes accounted for approximately $146.7 million, or 46%, of our net revenues and approximately $25.8 million, or 44%, of our operating income, in each case for the three months ended March 31, 2012. In addition, these non-Guarantor subsidiaries represented approximately 45.7% of our assets and had outstanding indebtedness of $684 million (excluding a nonrecourse land loan of $107 million), as of March 31, 2012. Our obligations under the Exchange Notes are effectively subordinated to all outstanding indebtedness and liabilities of our unrestricted subsidiaries.
Optional Redemption	Beginning on December 31, 2012, we may redeem some or all of the Exchange Notes at a price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date. "Description of the Exchange Notes—Optional Redemption."
Change of Control Offer	If we experience a change in control, we must give holders of the Exchange Notes the opportunity to sell us their Exchange Notes at 100% of their principal amount, plus accrued and unpaid interest (unless the Exchange Notes are or have been otherwise redeemed).

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Asset Sale Proceeds	If we or our restricted subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in its business within a period of time, prepay secured debt or make an offer to purchase an amount of the Exchange Notes equal to the excess net cash proceeds. The purchase price of the Exchange Notes will be 100% of their principal amount plus accrued and unpaid interest.
Certain Covenants	The indenture governing the Notes contains covenants that, among other things, limit the ability of the Issuer and its restricted subsidiaries to:
	• pay dividends or distributions (other than customary tax distributions) or make certain other restricted payments or investments;
	• incur or guarantee additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Notes or the guarantees;
	• create liens;
	• transfer and sell assets;
	• merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of our assets;
	• enter into certain transactions with affiliates;
	• engage in lines of business other than its core business and related businesses; and
	• create restrictions on dividends or other payments by our restricted subsidiaries.
	In addition, the indenture governing the Notes contains covenants relating to additional subsidiary guarantees in certain circumstances and the furnishing of customary reports to the noteholders. Unrestricted subsidiaries are not subject to the restrictive covenants in the indenture governing the Notes.
	These covenants are subject to a number of important limitations and exceptions. See "Description of the Exchange Notes—Certain Covenants."
Risk Factors	See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should carefully consider before deciding to invest in the Exchange Notes.

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Summary Historical Consolidated Financial Information

        The summary historical consolidated financial data presented below as of and for the quarters ended March 31, 2012 and March 31, 2011 have been derived from the Company's unaudited consolidated financial statements, which are incorporated by reference into this prospectus. The summary historical consolidated financial data presented below as of and for the fiscal years ended December 31, 2011, 2010 and 2009 have been derived from the Company's audited consolidated financial statements, which are incorporated by reference into this prospectus. You should read the financial information presented below in conjunction with our consolidated financial statements and accompanying notes, as well as management's discussion and analysis of financial condition and results of operation, included elsewhere or incorporated by reference in this prospectus.

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        The following table sets forth the summary historical consolidated financial data for Station Casinos LLC as well as the summary historical consolidated financial data for Station Casinos, Inc. and Green Valley Ranch Gaming, LLC ("GVR Predecessor") as of and for the periods indicated. References in this prospectus to "Successor" refer to the Company on or after June 17, 2011 after giving effect to the Restructuring Transactions. References to "Predecessors" refer to STN and the GVR Predecessor prior to June 17, 2011 (in thousands):

	Successor						Predecessors
	Station Casinos LLC			Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.									Green Valley Ranch Gaming, LLC
	Three Months Ended March 31,			Period From June 17, 2011 Through December 31,			Three Months Ended March 31,						Period From January 1, 2011 Through June 16,						Year Ended December 31,									Year Ended December 31,
	2012			2011			2011						2011						2010			2009			2008			2010			2009			2008
	(unaudited)						(unaudited)
Net revenues	$	318,199		$	629,399		$	247,727		$	45,770		$	464,697		$	84,052		$	944,955		$	1,062,149		$	1,298,151		$	169,772		$	182,751		$	244,964
Operating costs and expenses, excluding the following items		259,698			550,029			218,335			46,978			410,393			72,001			856,473			965,006			1,095,535			153,009			162,972			197,195
Development and preopening(a)		55			718			1,086			—			1,752			—			16,272			12,014			13,596			—			—			—
Asset impairments(b)		—			2,100			—			—			—			—			262,020			1,276,861			3,343,247			—			—			—
Write-downs and other charges, net(c)		451			4,041			279			37			3,953			104			19,245			20,807			62,625			9,209			293			(29	)
Operating income (loss)		57,995			72,511			28,027			(1,245	)		48,599			11,947			(209,055	)		(1,212,539	)		(3,216,852	)		7,554			19,486			47,798
Gain on dissolution of joint venture(d)		—			—			—			—			250			—			124,193			—			—			—			—			—
Earnings (losses) from joint ventures(e)		545			(1,533	)		5			—			(945	)		—			(248,495	)		(127,643	)		17,020			—			—			—
Operating income (loss) and earnings (losses) from joint ventures		58,540			70,978			28,032			(1,245	)		47,904			11,947			(333,357	)		(1,340,182	)		(3,199,832	)		7,554			19,486			47,798
Gain (loss) on early retirement of debt(f)		—			1,183			—			—			—			—			—			40,348			—			—			—			(466	)
Change in fair value of derivative instruments		—			—			397			—			397			—			(42	)		23,729			(23,057	)		(50,550	)		14,888			(15,494	)
Interest expense, net		(49,620	)		(92,299	)		(23,619	)		(13,449	)		(43,294	)		(20,582	)		(104,582	)		(276,591	)		(379,313	)		(48,644	)		(51,916	)		(55,032	)
Interest and other expense from joint ventures		—			—			(10,441	)		—			(15,452	)		—			(66,709	)		(40,802	)		(47,643	)		—			—			—
Income (loss) before reorganization items and income taxes		8,920			(20,138	)		(5,631	)		(14,694	)		(10,445	)		(8,635	)		(504,690	)		(1,593,498	)		(3,649,845	)		(91,640	)		(17,542	)		(23,194	)
Reorganization items, net(g)		—			—			(9,618	)		—			3,259,995			634,999			(82,748	)		(375,888	)		—			—			—			—
Income (loss) before income taxes		8,920			(20,138	)		(15,249	)		(14,694	)		3,249,550			626,364			(587,438	)		(1,969,386	)		(3,649,845	)		(91,640	)		(17,542	)		(23,194	)
Income tax benefit		—			—			5,223			—			107,924			—			21,996			289,872			381,345			—			—			—
Net income (loss) including noncontrolling interest	$	8,920		$	(20,138	)	$	(10,026	)	$	(14,694	)	$	3,357,474		$	626,364		$	(565,442	)	$	(1,679,514	)	$	(3,268,500	)	$	(91,640	)	$	(17,542	)	$	(23,194	)
Less: Net income (loss) applicable to noncontrolling interest		2,086			4,955			1,800			—			24,321			—			(1,673	)		—			—			—			—			—
Net income (loss)	$	6,834		$	(25,093	)	$	(11,826	)	$	(14,694	)	$	3,333,153		$	626,364		$	(563,769	)	$	(1,679,514	)	$	(3,268,500	)	$	(91,640	)	$	(17,542	)	$	(23,194	)
Balance Sheet Data:
Total assets	$	3,175,175		$	3,178,349			3,962,645			481,344			N/A			N/A		$	3,954,143		$	4,276,832		$	5,831,636		$	485,620		$	477,166		$	503,285
Long-term debt (including current portion)(h)		2,169,026			2,195,227			5,921,069			766,742			N/A			N/A			5,921,755			5,922,058			5,782,153			766,742			766,898			772,541
Members' equity (deficit)/Stockholders' deficit including noncontrolling interests		846,460			842,476			(2,892,939	)		(433,994	)		N/A			N/A			(2,886,248	)		(2,335,388	)		(677,324	)		(419,300	)		(333,768	)		(336,848	)

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	Successor					Predecessors
	Station Casinos LLC					Station Casinos, Inc.																	Green Valley Ranch Gaming, LLC
($ in thousands)	Three Months Ended March 31, 2012		Period From June 17, 2011 Through December 31, 2011			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Period From November 8, 2007 through December 31, 2007			Period From January 1, 2007 Through November 7, 2007			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
Ratio of earnings to fixed charges (i)		1.2		(i	)		66.0		(i	)		(i	)		(i	)		(i	)		(i	)		31.0		(i	)		(i	)		(i	)		1.4

(a)

Development and preopening expenses include costs to identify potential gaming opportunities and other development opportunities, as well as expenses incurred prior to the opening of projects under development, primarily payroll, travel and legal expenses. Development and preopening expense for the year ended December 31, 2010 includes a $7.2 million accrual for non-reimbursable milestone payments that are expected to be paid in 2016 and 2017. A $4.0 million milestone payment is included in development and preopening expense for the year ended December 31, 2009.

(b)

During the year ended December 31, 2010, STN recorded approximately $262.0 million in non-cash impairment charges to write-down certain portions of its goodwill, intangible assets, property and equipment, investments in joint ventures and land held for development to their fair values. During the year ended December 31, 2009, STN recorded approximately $1.28 billion in non-cash impairment charges to write-down certain portions of its goodwill, intangible assets, investments in joint ventures, land held for development and Native American project costs to their fair values. During the year ended December 31, 2008, STN recorded approximately $3.34 billion in asset impairment charges to write-down certain portions of its goodwill, intangible assets, investments in joint ventures and land held for development to their fair values.

(c)

Write-downs and other charges, net includes charges related to non-routine transactions such as losses on asset disposals, severance expense, legal settlements, write-offs of cancelled projects, and other non-routine transactions. During the year ended December 31, 2008, as a result of economic conditions, Station wrote off $44.6 million in costs related to abandonment of various projects under development.

(d)

During the year ended December 31, 2010, the Rancho Road joint venture was dissolved and STN recognized a $124.2 million gain on dissolution as a result of writing off the deficit carrying value of this investment.

(e)

During the year ended December 31, 2010, STN's losses from joint ventures resulted primarily from recording its 50% share of asset impairment losses at Aliante Station. During the year ended December 31, 2009, STN's losses from joint ventures resulted primarily from recording its 50% share of impairment losses on land held by the Rancho Road joint venture and its share of asset impairment charges and operating losses from Aliante Station, which opened in November 2008. STN's earnings from joint ventures were impacted during the year ended December 31, 2008 by increased preopening expenses incurred prior to the opening of Aliante Station.

(f)

During 2009, STN recorded a gain on early retirement of debt of $40.3 million as a result of its repurchase of $40.0 million of its outstanding 6⁷/8% Senior Subordinated Notes and $8.0 million of its outstanding 6¹/2% Senior Subordinated Notes.

(g)

Reorganization items represent amounts incurred as a direct result of the Chapter 11 Case. Following is a summary of reorganization items, net:

	Predecessors
	Station			Green Valley Ranch
	Casinos, Inc.			Gaming, LLC			Station Casinos, Inc.
	Period From January 1, 2011 Through June 16,						Three Months Ended March 31,			Year Ended December 31,
	2011						2011			2010			2009
							(unaudited)
Discharge of liabilities subject to compromise	$	4,066,026		$	590,976		$	—		$	—		$	—
Fresh-start reporting adjustments		(789,464	)		66,651			—			—			—
Professional fees and expenses and other		(16,567	)		(25,620	)		(9,618	)		(80,141	)		(70,087	)
Write-off of debt discount and debt issuance costs		—			2,992			—			—			(225,011	)
Adjustment of swap carrying values to expected amounts of allowed claims		—			—			—			(2,607	)		(80,790	)
Reorganization items, net	$	3,259,995		$	634,999		$	(9,618	)	$	(82,748	)	$	(375,888	)

(h)

Includes STN long term debt of $5.7 billion classified as liabilities subject to compromise at March 31, 2011 and December 31, 2010 and 2009 respectively.

(i)

The ratio of earnings to fixed charges is computed by dividing earnings by fixed charges. For this purpose, earnings consist of net income (loss) before income taxes excluding earnings from equity investees, fixed charges less capitalized interest, and income distributions from equity investees. Fixed charges consist of interest expense and capitalized interest, amortization of debt discount and deferred financing costs, and the portion of rental expense that is attributable to interest. No ratio is shown for periods in which earnings were inadequate to cover fixed charges. See Exhibit 12.1 for additional information.

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RISK FACTORS

An investment in the Notes involves a significant degree of risk, including the risks described herein. You should carefully consider the risk factors set forth below as well as the other information contained under "Disclosure Regarding Forward-Looking Statements" and elsewhere in this prospectus in determining whether to tender Existing Notes in the exchange offer. Any of the following risks, as well as other risks and uncertainties, could materially and adversely affect our business, financial condition or results of operations and thus cause the value of the Notes to decline. The risks and uncertainties described below are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose all or part of your investment in the Notes.

Risks Related to our Business

         We incurred operating losses in recent fiscal periods. Unless we are able to continue to improve the results of operations of the assets that we acquired pursuant to the Plans, we may be unable to generate sufficient cash flows to meet our debt obligations and finance all operating expenses, working capital needs and capital expenditures.

        Although we generated operating income of $58.0 million for the quarter ended March 31, 2012 and $72.5 million for the period June 17, 2011 through December 31, 2011, STN incurred operating losses of $0.2 billion, $1.2 billion and $3.2 billion for the years ended December 31, 2010, 2009 and 2008, respectively, and we may incur operating losses in the future. We may be unable to generate sufficient revenues and cash flows to service our debt obligations as they come due, finance capital expenditures and meet our operational needs. Any one of these failures may preclude us from, among other things:

•

maintaining or enhancing our properties;

•

taking advantage of future opportunities;

•

growing our business; or

•

responding to competitive pressures.

        Further, our failure to generate sufficient revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required. Further, even if we were able to obtain additional working capital, it may only be available on unfavorable terms. For example, we may be required to take on additional debt, and servicing the payments on such debt which could adversely affect our results of operations and financial condition. Limited liquidity and working capital may also restrict our ability to maintain and update our casino properties, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

         Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

        Consumer demand for casino hotel properties, such as ours, is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the current housing and credit crisis, the impact of high energy and food costs, the potential for continued bank failures, perceived or actual changes in disposable consumer income and wealth, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations. The current housing

20

crisis and economic slowdown in the United States has resulted in significant unemployment and a significant decline in the amount of tourism and spending in Las Vegas. This decline has adversely affected us and may continue to adversely affect our financial condition, results of operations and liquidity.

         The economic downturn adversely impacted our business. Adverse economic conditions and declines in consumer confidence may negatively impact our revenues and other operating results in the future.

        Our casinos draw a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah. The economies of these areas have been, and may continue to be, negatively impacted due to a number of factors, including unemployment, declining real estate values and a decrease in consumer confidence levels. The resulting severe economic downturn and adverse conditions in the local markets negatively affected our operations. Although our market has shown signs of stabilization in recent periods, we cannot be sure that the market will continue to improve and adverse economic conditions may negatively affect our operations in the future.

        Based on information from the Las Vegas Convention and Visitors Authority, gaming revenues in Clark County for the three months ended March 31, 2012 increased 4.4% from the level in the comparable period of the prior year. Our revenues for the year ended December 31, 2011 and quarter ended March 31, 2012 increased by approximately 5.7% and 8.4%, respectively, over the same periods one year prior. However, Las Vegas gaming revenues and operators were severely negatively impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the residential real estate market in the United States, and in particular Las Vegas, continues to experience a significant downturn due to declining real estate values. Individual consumers are experiencing higher delinquency rates on various consumer loans and defaults on indebtedness of all kinds have increased. In addition, Las Vegas and our other target markets continue to experience high rates of unemployment. All of these factors have materially and adversely affected our results of operations in the past and may do so in the future. Further declines in real estate values in Las Vegas and the United States and the continuing credit and liquidity concerns could have an adverse affect on our results of operations. Gaming and other leisure activities that we offer represent discretionary expenditures and participation in such activities have been particularly adversely impacted as a result of the economic downturn because consumers have less disposable income to spend on discretionary activities. A future decline in consumer confidence could adversely affect consumer spending at our gaming operations and related facilities and our business generally.

        Furthermore, other uncertainties, including national and global economic conditions, other global events, or terrorist attacks or disasters in or around Southern Nevada could have a significant adverse effect on our business, financial condition and results of operations. Our casinos use significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, the substantial increase in the cost of electricity and gasoline in the United States has negatively affected our operating results in the past and may negatively affect our business in the future.

         We depend on the Las Vegas locals and repeat visitor markets as our key markets. As a result, we may not be able to attract a sufficient number of guests and gaming customers to make our operations profitable.

        Our operating strategies emphasize attracting and retaining customers from the Las Vegas local and repeat visitor market. All of our casino properties are dependent upon attracting Las Vegas residents. We cannot be sure that we will be able to attract a sufficient number of guests, gaming customers and other visitors in Nevada to make our operations profitable. In addition, our strategy of growth through master-planning of our casinos for future expansion was developed, in part, based on projected population growth in Las Vegas. During the economic downturn, the Las Vegas valley has

21

not experienced population growth at the expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in Las Vegas will return to levels that justify future development, additional casinos or expansion of our existing casino properties or that we will be able to successfully adapt our business strategy to the current economic downturn or any further economic slowdown.

         We face substantial competition in the gaming industry and may experience a loss of market share.

        Our casino properties face competition from all other casinos and hotels in the Las Vegas area including, to some degree, from each other. In addition, our casino properties face competition from all smaller non-restricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the greater Las Vegas area, including those that primarily target the local and repeat visitor markets. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors, could also have a material adverse effect on the business of our casino properties. For further details on competition in the gaming industry that affect our business, see "Business—Competition."

        To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with state sponsored lotteries, on-and-off-track pari-mutuel wagering, a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers, card rooms, other forms of legalized gaming and online gaming. The gaming industry also includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Several states are currently considering legalizing casino gaming in designated areas and federal and state legislation has been proposed regarding internet poker gaming. Legalized casino gaming in such states and on Native American land and internet gaming will result in strong competition that could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations.

         We may incur losses that are not adequately covered by insurance, which may harm our results of operations.

        Although we maintain insurance customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations.

         We are subject to litigation in the ordinary course of our business. An adverse determination with respect to any such disputed matter could result in substantial losses.

        We are, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. In addition, there are litigation risks inherent in any construction or development of any of our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our

22

businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

         We may incur delays and budget overruns with respect to future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.

        We are currently providing funding for the proposed gaming facilities for the Federated Indians of Graton Rancheria and the North Fork Rancheria of Mono Indians (collectively, the "Native American Tribes"). We will evaluate expansion opportunities as they become available, and we may in the future develop projects in addition to the proposed facilities for the Native American Tribes.

        Construction projects, such as the proposed gaming facilities for the Native American Tribes, entail significant risks, including the following:

•

shortages of material or skilled labor;

•

unforeseen engineering, environmental or geological problems;

•

work stoppages;

•

weather interference;

•

floods; and

•

unanticipated cost increases,

        any of which can give rise to delays or cost overruns.

        The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. Construction, equipment, staffing requirements, problems or difficulties in obtaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the project's planned design and features. We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to expansion and development projects could have a material adverse impact on our results of operations.

         We may experience difficulty integrating operations of any acquired companies and developed properties and managing our overall growth which could have a material adverse effect on our operating results.

        We may not be able to manage effectively our properties, the proposed projects with the Native American Tribes and any future acquired companies or developed properties, or realize any of the anticipated benefits of the acquisitions, including streamlining operations or gaining efficiencies from the elimination of duplicative functions. The integration of other companies' assets will require continued dedication of management resources and may temporarily distract attention from our day-to-day business. In addition, to the extent we pursue expansion and acquisition opportunities, we face significant challenges not only in managing and integrating the Gun Lake facility and the proposed projects with the Native American Tribes, but also managing our expansion projects and any other gaming operations we may acquire in the future. Failure to manage our growth effectively could have a material adverse effect on our operating results.

23

         We are dependent upon Fertitta Entertainment, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta, to operate our casino properties pursuant to long term management contracts. The success of our operations depends on the ability of Fertitta Entertainment to manage effectively our assets and operations.

        Upon consummation of the Restructuring Transactions, we entered into management agreements with subsidiaries of Fertitta Entertainment. The management agreements have scheduled terms of 25 years following the Effective Date and have limited rights of termination. Pursuant to the management agreements, subsidiaries of Fertitta Entertainment have significant discretion in the management and operation of our casino properties. The manager under the management agreements will receive a base management fee equal to two percent of the gross revenues attributable to the managed properties and an incentive management fee equal to five percent of positive EBITDA of the managed properties.

        The success of our casino properties and, in turn, our business, are substantially dependent upon Fertitta Entertainment and its affiliates. Subject to limited restrictions, Fertitta Entertainment and its affiliates are permitted to manage the operations of other gaming companies and the officers and employees of Fertitta Entertainment and its affiliates are not required to devote their full time and attention to managing our casino properties. There can be no assurance that Fertitta Entertainment will be successful at managing and operating our casino properties or that the terms of the Fertitta Entertainment management agreements will be in our best interests.

         We rely on key personnel of Fertitta Entertainment, the loss of the services of whom could materially and adversely affect our results of operations.

        Our ability to operate successfully and competitively is dependent, in part, upon the continued services of certain officers and key employees, including but not limited to Frank J. Fertitta III. All of our executive officers, other than Thomas M. Friel, our Executive Vice President and Treasurer, are employees of Fertitta Entertainment. In the event that Fertitta Entertainment and its affiliates cease to manage our casino properties or these officers and/or employees leave Fertitta Entertainment, we might not be able to find suitable replacements. We believe that the loss of the services of these officers and/or employees, including through the termination of the management agreements, could have a material adverse effect on our results of operations.

         Potential conflicts of interest may exist or may arise among our principal equity holders.

        Our board of managers is controlled by persons designated by officers of Fertitta Entertainment and GACC. In addition, certain major actions require the approval of a majority of the managers designated by the affiliate of Fertitta Entertainment and a majority of the managers designated by GACC.

        Affiliates of Fertitta Entertainment are indirect equity holders of the Company and the managers of our operations. In addition, substantially all of our executive officers are employed by Fertitta Entertainment. The interests of Fertitta Entertainment, in its capacity as an affiliate of the managers of our properties, may be different from, or in addition to, its interests as an equity holder. For example, since the affiliates of Fertitta Entertainment that manage our operations are compensated for their management services based on the revenue and EBITDA achieved by our properties, Fertitta Entertainment may have an incentive to support the growth of the revenue and EBITDA of our properties even if doing so would require increased leverage and interest service obligations or increased capital expenditures for our properties. Under certain circumstances, the imposition of increased leverage and interest service obligations on our properties, or the making of an increased amount of capital expenditures, could adversely affect our liquidity and financial condition.

24

        Subject to the terms of a non-competition agreement, Fertitta Entertainment or any of its affiliates is permitted to manage certain casinos and properties other than our properties. Accordingly, management of such other casinos and properties by Fertitta Entertainment may create conflicts of interest between the Company and members of management affiliated with Fertitta Entertainment. In addition, such other management opportunities could limit the ability of such members of our management to devote time to our affairs and could have a negative impact on the quality of our governance. We cannot assure you that these potential time conflicts and conflicts of interest will be resolved in the Company's favor.

        In addition, Fertitta Entertainment or its affiliates were granted a perpetual license to use certain of our information technology systems (but not our customer database). Although this license is subject to certain limitations, it enables the licensee thereunder to make use of such information technology systems in connection with assets, entities and projects other than our casino business enterprise that are managed, owned, or operated by Fertitta Entertainment or its affiliates. As a consequence of the foregoing, Fertitta Entertainment has the technological resources necessary to rapidly develop additional business opportunities other than the management of our casino business, which may give Fertitta Entertainment an incentive to focus meaningful attention on such business activities in addition to the management of our casino business.

        Finally, GACC is a lender under certain of our credit facilities, holds indirect non-voting equity interests in the Company and is entitled to designate members of our board of managers. To the extent that it continues to hold interests at multiple levels of the capital structure of the Company, it may have a conflict of interest and make decisions or take actions that reflect its interests as a secured lender, unsecured lender or indirect equity holder of the Company that could have adverse consequences to other stakeholders of the Company.

         Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs.

        None of our casino properties is currently subject to any collective bargaining agreement or similar arrangement with any union, and we believe we have excellent employee relations. However, union activists have actively sought to organize employees at certain of our casino properties in the past, and we believe that such efforts are ongoing at this time. Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, should employees at one or more of our properties organize, collective bargaining would introduce an element of uncertainty into planning our future labor costs, which could have a material adverse effect on the business of our casino properties and our financial condition and results of operations.

         Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

        Any work stoppage at one or more of our casino properties, including any construction projects which may be undertaken, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. Strikes and work stoppages involving laborers at any construction project which may be undertaken could result in construction delays and increases in construction costs. As a result, a

25

strike or other work stoppage at one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our financial condition and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or any construction project in the future.

        In addition, any unexpected shutdown of one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.

         We will regularly pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations.

        We will regularly evaluate and pursue new gaming acquisition and development opportunities in existing and emerging jurisdictions. These opportunities may take the form of joint ventures. To the extent that we decide to pursue any new gaming acquisition or development opportunities, our ability to benefit from such investments will depend upon a number of factors including:

•

our ability to identify and acquire attractive acquisition opportunities and development sites;

•

our ability to secure required federal, state and local licenses, permits and approvals, which in some jurisdictions are limited in number;

•

certain political factors, such as local support or opposition to development of new gaming facilities or legalizing casino gaming in designated areas;

•

the availability of adequate financing on acceptable terms (including waivers of restrictions in existing credit arrangements); and

•

our ability to identify and develop satisfactory relationships with joint venture partners.

        Most of these factors are beyond our control. Therefore, we cannot be sure that we will be able to recover our investment in any new gaming development opportunities or acquired facilities, or successfully expand to additional locations.

        We have invested in real property in connection with the pursuit of expansion opportunities. These investments are subject to the risks generally incident to the ownership of real property, including:

•

changes in economic conditions;

•

environmental risks;

•

governmental rules and fiscal policies; and

•

other circumstances over which we may have little or no control.

        The development of such properties will also be subject to restrictions under our senior secured credit facilities. We cannot be sure that we will be able to recover our investment in any such properties or be able to prevent incurring investment losses.

         We are subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations, which could have an adverse effect on our business.

        Our ownership and operation of gaming facilities is subject to extensive regulation by the states, counties and cities in which we will operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in

26

gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. For a summary of gaming and other regulations that affect our business, see "Business—Regulation and Licensing." The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results.

         Changes to the gaming tax laws could have an adverse effect on results of operations by increasing the cost of operating our business.

        The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada Legislature meets every two years for 120 days and when special sessions are called by the Governor. The Nevada Legislature is not currently in session and is next scheduled to meet in 2013. There were no specific proposals during the legislative session to increase gaming taxes; however, there are no assurances an increase in gaming taxes or other taxes impacting gaming licenses or other businesses in general will not be proposed and passed by the Nevada Legislature in a future legislative session. An increase in the gaming tax or other such taxes could have a material adverse effect on our results of operations.

         The bankruptcy filing has had a negative impact on our image and may negatively impact our business going forward.

        As a result of the bankruptcy, we have been the subject of negative publicity, which has had an impact on our image. This negative publicity may have an effect on the terms under which some customers and suppliers are willing to continue to do business with us and could materially adversely affect our business, financial condition, future business prospects and results of operations. The impact of this negative publicity cannot be accurately predicted or quantified.

         We may face potential successor liability for liabilities of STN not provided for in the Plan. If we are determined to be liable for obligations of STN, our business, financial condition and results of operations may be materially and adversely affected.

        We may be subject to certain liabilities of STN not provided for in the Plan. Such liabilities may arise in a number of circumstances, including those where:

•

a creditor of STN did not receive proper notice of the pendency of the bankruptcy case relating to the Plan or the deadline for filing claims therein;

•

the injury giving rise to, or source of, a creditor's claim did not manifest itself in time for the creditor to file the creditor's claim;

•

a creditor did not timely file the creditor's claim in such bankruptcy case due to excusable neglect;

•

we are liable for STN's tax liabilities under a federal and/or state theory of successor liability; or

•

the order of confirmation for the Plan was procured by fraud.

        If we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

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         Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

        Our businesses are capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

        If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

         Our future financial results will be affected by the adoption of fresh- start reporting and may not reflect historical trends.

        We were formed for the purpose of acquiring substantially all of the assets of STN and GVR Predecessor pursuant to the Plan and the plans of reorganization of subsidiaries of STN and GVR Predecessor. We operate our business with a different capital structure than STN's capital structure. The Restructuring Transactions resulted in the Company becoming a new reporting entity and adopting fresh-start reporting on the Effective Date in accordance with Accounting Standards Codification ("ASC") 852 Reorganizations ("ASC Topic 852"). As required by ASC Topic 852, we recorded the acquisition of the Predecessors' assets and liabilities at estimated fair value, including certain assets and liabilities not previously recognized in their financial statements. Accordingly, our financial condition and results of operations are not comparable to the financial condition and results of operations reflected in the Predecessors' historical financial statements.

Risks Related to the Notes and our Substantial Indebtedness

         We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

        We have a substantial amount of debt, which requires significant principal and interest payments. As of March 31, 2012, we had approximately $2.4 billion of debt outstanding, including approximately $1.65 billion of outstanding debt owed by the Station Casinos Guarantor Group. We also had $86.5 million of aggregate undrawn availability under our senior secured credit facilities at March 31, 2012, including $57.2 million under the Propco Credit Agreement, $21.5 million under the Opco Credit Agreement and $7.8 million under the GVR Credit Agreements.

        Our significant amount of debt could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations under the Notes and our senior secured credit facilities;

•

increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under our senior secured credit facilities, are and will continue to be at variable rates of interest;

28

•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

•

limit our flexibility in planning for, or reacting to, changes in our business and industry;

•

place us at a disadvantage compared to competitors that may have proportionately less debt;

•

limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

•

increase our cost of borrowing.

         Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness. Incurring more indebtedness could increase the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the indenture and our senior secured credit facilities restrict, but do not completely prohibit, us from doing so. As of March 31, 2012, we had $86.5 million of undrawn availability under our senior secured credit facilities. In addition, the indenture governing the Notes allows us to issue additional Notes under certain circumstances which will also be guaranteed by the Guarantors. The indenture also allows us to incur certain other additional secured debt. In addition, the indenture does not prevent us from incurring other liabilities that do not constitute indebtedness. See "Description of the Exchange Notes." If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

         The right to receive payment on the Notes and the guarantees are structurally subordinated to the liabilities of non-Guarantor subsidiaries, and we may not be able to rely on the cash flow or assets of our non-Guarantor subsidiaries to repay our indebtedness.

        The Notes are structurally subordinated to all liabilities of our existing or future unrestricted subsidiaries that are not Guarantors of the Notes. While the indenture governing the Notes limits the indebtedness and certain activities of these non-Guarantor subsidiaries, holders of indebtedness of, and trade creditors of, non-Guarantor subsidiaries are entitled to payments of their claims from the assets of such subsidiaries before those assets are made available for distribution to us or any Guarantor, as direct or indirect shareholder. The Unrestricted Subsidiary Group accounted for approximately $146.7 million, or 46% of our net revenues and approximately $25.8 million or 44% of our operating income, in each case for the three months ended March 31, 2012. The Unrestricted Subsidiary Group also had approximately 45.7% of our assets and had outstanding indebtedness of $684 million, excluding a nonrecourse land loan of $107 million.

        Accordingly, in the event that any of our non-Guarantor subsidiaries becomes insolvent, liquidates or otherwise reorganizes:

•

the creditors of the Guarantors (including the holders of the Notes) will have no right to proceed against such subsidiary's assets; and

•

holders of claims of such non-Guarantor subsidiary, including trade creditors, will generally be entitled to payment in full from the sale or other disposal of assets of such subsidiary before any Guarantor as direct or indirect shareholder will be entitled to receive any distributions from such subsidiary.

        In addition, unrestricted subsidiaries will generally not be subject to the covenants under the indenture governing the Notes, and they may enter into financing arrangements that limit their ability

29

to pay dividends, make loans or other payments to fund payments in respect of the Notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any indebtedness of the Station Casinos Guarantor Group, including the Notes. As of the date of this prospectus, our unrestricted subsidiaries include NP Landco Holdco LLC, NP Opco LLC, GVR Holdco 3 LLC and NP IP Holdings LLC and each of their respective subsidiaries, which own substantially all of our assets other than the Station Casino Guarantor Group Properties. Borrowing arrangements of each of these entities contain restrictions on the ability of such entities to make distributions or payments to the Station Casinos Guarantor Group.

         We may not be able to generate sufficient cash to service all of our indebtedness, including the Notes, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We will also be required to obtain the consent of the lenders under the senior secured credit facilities to refinance material portions of our indebtedness, including the Notes. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the Notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the Propco Credit Agreement, our other credit facilities and the indenture governing the Notes limits the use of the proceeds from any disposition; as a result, we may not be allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.

         We may not be able to repurchase the Notes upon a change of control or pursuant to an asset sale offer.

        Upon a change of control, as defined under the indenture governing the Notes, the holders of Notes will have the right to require us to offer to purchase all of the Notes then outstanding at a price equal to 100% of their principal amount plus accrued and unpaid interest. In order to obtain sufficient funds to pay the purchase price of the outstanding Notes, we expect that we would have to refinance the Notes. We cannot assure you that we would be able to refinance the Notes on reasonable terms, if at all. Our failure to offer to purchase all outstanding Notes or to purchase all validly tendered Notes would be an event of default under the indenture. Such an event of default may cause the acceleration of our other debt. Our other debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture.

        In addition, in certain circumstances specified in the indenture governing the Notes, we are required to commence an asset sale offer, as defined in the indenture, pursuant to which we will be obligated to purchase the applicable Notes at a price equal to 100% of their principal amount plus accrued and unpaid interest. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such Notes when required under the indenture is an event of default under the indenture.

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         Holders of the Notes may not be able to determine when a change of control giving rise to their right to have the Notes repurchased has occurred following a sale of "substantially all" of our assets.

        The definition of change of control in the indenture governing the Notes includes a phrase relating to the sale of "all or substantially all" of our assets. There is no precise established definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of Notes to require us to repurchase its Notes as a result of a sale of less than all our assets to another person may be uncertain.

         If we default under our credit facilities, we may not be able to service our debt obligations.

        In the event of a default under the Propco Credit Agreement or our other credit facilities, the lenders could elect to declare all amounts borrowed, together with accrued and unpaid interest and other fees, to be due and payable, cease making further loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If such acceleration occurs, thereby permitting an acceleration of amounts outstanding under the Notes, we may not be able to repay the amounts due under such credit facilities or the Notes. This could have serious consequences to the holders of the Notes and to our financial condition and results of operations, and could cause us to become bankrupt or insolvent. If default occurred under the credit facilities of one of our unrestricted subsidiaries, the subsidiary or subsidiaries party to such credit facility might have to take actions that could result in the diminution or elimination of our equity interest in such subsidiary. See "Description of Other Indebtedness."

         The Notes are not secured by our assets, or the assets of the Guarantors, and the lenders under Propco Credit Agreement will be entitled to remedies available to a secured creditor, which give them priority over you to collect amounts due to them.

        As of March 31, 2012, we had $2.4 billion of debt outstanding, $12.1 million of outstanding letters of credit and $86.5 million of unused availability under the Propco Credit Agreement. The Notes and the related guarantees are not secured by any of our assets or any of the assets of the Guarantors. In contrast, our obligations under the Propco Credit Agreement are secured by substantially all of our assets and substantially all of the assets of the Guarantors.

        Because the Notes and the related guarantees are unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

•

we enter into a bankruptcy, liquidation, reorganization or any other winding-up proceeding;

•

there is a default in payment under the Propco Credit Agreement or our other secured indebtedness; or

•

there is an acceleration of any indebtedness under the Propco Credit Agreement or our other secured indebtedness.

        If any of these events occurs, the secured lenders could sell those of our and our Guarantors' assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture governing the Notes at such time. Only when our obligations under the Propco Credit Agreement are satisfied in full will the proceeds of the collateral securing the Propco Credit Agreement be available, subject to other permitted liens, to satisfy obligations under the Notes and guarantees. As a result, upon the occurrence of any of these events, there may not be sufficient funds to pay amounts due on the Notes and the guarantees.

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         Our indebtedness imposes restrictive financial and operating covenants that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.

        The Credit Agreements and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries' ability to, among other things:

•

incur additional debt or issue certain preferred units;

•

pay dividends on or make certain redemptions, repurchases or distributions in respect of our Units or make other restricted payments;

•

make certain investments;

•

sell certain assets;

•

create liens on certain assets;

•

consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

•

enter into certain transactions with our affiliates.

In addition, the Credit Agreements contain certain financial covenants, including minimum interest coverage ratio covenants, total leverage ratio covenants and maximum capital expenditures covenants.

        As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.

        A failure to comply with the covenants contained in the Credit Agreements, indenture governing the Notes or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse affect on our business, financial condition and results of operations. In the event of any default under any of the Credit Agreements, the lenders thereunder:

•

will not be required to lend any additional amount to us;

•

could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend future credit; or

•

could require us to apply all of our available cash to repay these borrowings.

        If we are unable to comply with the covenants in the agreements governing our indebtedness or to pay our debts, the lenders under the Credit Agreements could proceed against the collateral granted to them to secure that indebtedness, which includes substantially all of our assets, and the holders of the Notes would be entitled to exercise remedies under our indenture. If our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all. You should read the discussions under the headings "Description of Other Indebtedness" and "Description of the Exchange Notes—Certain Covenants" for further information about these covenants.

         Because each Guarantor's liability under its guarantees may be reduced to zero, voided or released under certain circumstances, you may not receive any payments from some or all of the Guarantors.

        You have the benefit of the guarantees of the subsidiary Guarantors. However, the guarantees by the subsidiary Guarantors are limited to the maximum amount that the subsidiary Guarantors are

32

permitted to guarantee under applicable law. As a result, a subsidiary Guarantor's liability under its guarantee could be reduced to zero, depending upon the amount of other obligations of such subsidiary Guarantor. Further, under the circumstances discussed more fully below, a court under federal and state fraudulent conveyance and transfer statutes could void the obligations under a guarantee or further subordinate it to all other obligations of the Guarantor. See "Risk Factors—Risks Related to the Notes and our Substantial Indebtedness—U.S. federal and state statutes allow courts, under specific circumstances, to avoid the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the Guarantors." In addition, you will lose the benefit of a particular guarantee if it is released under certain circumstances described under "Description of the Exchange Notes—Brief Description of the Notes and the Guarantees—The Guarantees."

         U.S. federal and state statutes allow courts, under specific circumstances, to avoid the guarantees, subordinate claims in respect of the guarantees and require note holders to return payments received from the Guarantors.

        Certain of our subsidiaries guarantee the obligations under the Notes. The guarantees by the subsidiary Guarantors may be subject to review under federal and state laws if a bankruptcy, liquidation or reorganization case or a lawsuit, including in circumstances in which bankruptcy is not involved, were commenced at some future date by, or on behalf of, the unpaid creditors of a Guarantor. Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer laws, a court may avoid or otherwise decline to enforce a subsidiary Guarantor's guarantee, or may subordinate the Notes or such guarantee to the applicable subsidiary Guarantor's existing and future indebtedness. While the relevant laws may vary from state to state, a court might do so if it found that when the applicable subsidiary Guarantor entered into its guarantee, or, in some states, when payments became due under such guarantee, the applicable subsidiary Guarantor received less than reasonably equivalent value or fair consideration and:

•

was insolvent or rendered insolvent by reason of such incurrence;

•

was engaged in a business or transaction for which its remaining assets constituted unreasonably small capital; or

•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        A court would likely find that a subsidiary Guarantor did not receive reasonably equivalent value or fair consideration for such guarantee if such subsidiary Guarantor did not substantially benefit directly or indirectly from the issuance of such guarantee. The measures of insolvency for purposes of these fraudulent transfer laws vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a subsidiary Guarantor, as applicable, would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of its assets;

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

•

it could not pay its debts as they become due.

        A court might also avoid a guarantee, without regard to the above factors, if the court found that the applicable subsidiary Guarantor entered into its guarantee with actual intent to hinder, delay or defraud its creditors. In addition, any payment by a subsidiary Guarantor pursuant to its guarantee could be avoided and required to be returned to such subsidiary Guarantor or to a fund for the benefit

33

of such Guarantor's creditors, and accordingly the court might direct you to repay any amounts that you had already received from such subsidiary Guarantor.

        To the extent a court avoids any of the guarantees as fraudulent transfers or holds any of the guarantees unenforceable for any other reason, holders of Notes would cease to have any direct claim against the applicable subsidiary Guarantor. If a court were to take this action, the applicable Guarantor's assets would be applied first to satisfy the applicable Guarantor's other liabilities, if any, and might not be applied to the payment of the guarantee. Sufficient funds to repay the Notes may not be available from other sources, including the remaining Guarantors, if any. Each subsidiary guarantee will contain a provision intended to limit the Guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being avoided under applicable fraudulent transfer laws or may reduce the Guarantor's obligation to an amount that effectively makes the guarantee worthless. Although overturned on other grounds, in a recent Florida bankruptcy case, this kind of provision was found ineffective to protect guarantees.

         The claim of a holder of Notes in bankruptcy may be less than the face amount of the Notes.

        In the event of a bankruptcy proceeding involving us, your claim as a creditor of the Company may not equal the face amount of the Notes you hold. The difference between the purchase price of the Notes and the face amount of those Notes may be considered to be "unmatured interest" for purposes of the United States Bankruptcy Code, which would not be an allowable claim in a bankruptcy proceeding involving us.

         You may be required to sell your Notes if any gaming authority finds you unsuitable to hold them.

        Gaming authorities have the authority generally to require that any beneficial owner of our securities, including the Notes, file an application and be investigated for a finding of suitability. If a record or beneficial owner of an Note is required by any gaming authority to be found suitable, such owner will be required to apply for a finding of suitability within 30 days after request of such gaming authority or within such other time prescribed by such gaming authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a record or beneficial owner is required to be found suitable and is not found suitable, such record or beneficial owner may be required pursuant to the terms of the Notes or law to dispose of the Notes. See "Description of the Exchange Notes—Mandatory Disposition Pursuant to Gaming Laws."

         We are a holding company with no independent operations or assets. Repayment of our indebtedness, including the Notes, is dependent on cash flow generated by our subsidiaries.

        We are a holding company and repayment of the Notes will be dependent upon cash flow generated by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. A significant portion of our assets and operations are owned by subsidiaries that will not guarantee the Notes. Unless they are Guarantors of the Notes, our subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. Our subsidiaries may not be able to, or be permitted to, make distributions to enable us to make payments in respect of our indebtedness, including the Notes. Each of our subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from our subsidiaries. In addition, while the indenture governing the Notes limits the ability of our restricted subsidiaries to restrict the payment of dividends or make other intercompany payments to us, these limitations are subject to certain qualifications and exceptions. In the event that we do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our indebtedness, including the Notes.

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         Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

        Our business is capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

        The credit, financial and equity markets have experienced disruption that has had a dramatic impact on the availability and cost of capital and credit. While the United States and other governments have enacted legislation and taken other actions to help alleviate these conditions, there is no assurance that such steps will have the effect of easing the conditions in credit and capital markets. We are unable to predict the likely duration or severity of the current disruption in the capital and credit markets and we have no assurance that we will have further access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

         Our ability to service all of our indebtedness depends on our ability to generate cash flow, which is subject to factors that are beyond our control.

        Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, a further deterioration in the economic performance of our casino properties may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

Certain Risks Related to the Exchange Offer

         If you do not properly tender your Existing Notes, you will continue to hold unregistered Existing Notes and your ability to transfer Existing Notes will be adversely affected.

        We will only issue Exchange Notes in exchange for Existing Notes that are timely received by the exchange agent together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the Existing Notes and you should carefully follow the instructions on how to tender your Existing Notes. Neither we nor the exchange agent are required to tell you of any defects or irregularities with respect to your tender of the Existing Notes. If you do not tender your Existing Notes or if we do not accept your Existing Notes because you did not tender your Existing Notes properly, then, after we consummate the exchange offer, you may continue to hold Existing Notes that are subject to the existing transfer restrictions. In addition, if you tender your Existing Notes for the purpose of participating in a distribution of the Exchange Notes, you will be required to comply with the registration and Prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. If you are a broker-dealer that receives Exchange Notes for your own account in exchange for Existing Notes

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that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a Prospectus in connection with any resale of such Exchange Notes. After the exchange offer is consummated, if you continue to hold any Existing Notes, you may have difficulty selling them because there will be less Existing Notes outstanding. In addition, if a large amount of Existing Notes are not tendered or are tendered improperly, the limited amount of Exchange Notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such Exchange Notes.

         Your ability to transfer the Exchange Notes may be limited by the absence of an active trading market.

        The Exchange Notes are new securities for which there currently is no market. Although the initial purchasers in the private placement of the Existing Notes have informed us that they intend to make a market in the Exchange Notes, they are not obligated to do so and any such market making may be discontinued at any time without notice. In addition, the market making activity may be limited during the pendency of the exchange offer.

        Accordingly, there can be no assurance as to the development or liquidity of any market for the Exchange Notes. We do not intend to apply for listing of the Exchange Notes on any securities exchange or for quotation through the Nasdaq National Market.

        Markets for non-investment grade debt, such as the Notes, have historically been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Notes. We cannot assure you that the market, if any, for the Notes will be free from similar disruptions, and any such disruptions may adversely affect the prices at which you may sell your Notes.

        In addition, affiliates of one of the initial purchasers in the private placement of the Existing Notes, Deutsche Bank Securities, Inc. currently hold an indirect non-voting interest in approximately 25% of our total equity in the aggregate. As a result, Deutsche Bank Securities, Inc. may be an affiliate of the Company and may be required to deliver a prospectus when effecting offers and sales of the Notes. For as long as a prospectus is so required to be delivered, the ability of Deutsche Bank Securities, Inc. to make a market in the Notes may, in part, be dependent on our ability to maintain a current prospectus for such use. If we are unable to maintain such a current prospectus, Deutsche Bank Securities, Inc. may be required to discontinue market making activities without notice.

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USE OF PROCEEDS

        We will not receive any proceeds from the issuance of Exchange Notes in the exchange offer.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2012. This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as our financial statements included elsewhere or incorporated by reference in this prospectus.

	As of March 31, 2012
	Actual
	(amounts in thousands, unaudited)
Cash and cash equivalents including restricted cash(1)	$	102,214
Current portion of long-term debt	$	16,393
Long-term debt(2):
Propco Credit Agreement(3)	$	976,254
Opco Credit Agreement(3)		384,069
Restructured Land Loan(4)		107,167
GVR Credit Agreements(3)		292,438
Existing Notes		625,000
Other long-term debt		43,701
Total long-term debt		2,428,629
Total members' capital		846,460
Total capitalization	$	3,275,089

(1)

Includes $100.2 million of cash and cash equivalents and $2.0 million of restricted cash.

(2)

Long-term debt amounts reflect the principal amount of indebtedness and do not include unamortized debt discounts recorded in accordance with GAAP and accordingly, do not agree to the amounts reported on our condensed consolidated balance sheet.

(3)

As of March 31, 2012, approximately $57.2 million, $21.5 million and $7.8 million were available under the revolving credit facilities of the Propco Credit Agreement, Opco Credit Agreement and GVR Credit Agreements, respectively.

(4)

A total of $3.2 million of accrued interest has been added to the principal amount of the debt through March 31, 2012 in accordance with the terms of the debt.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        The Existing Notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. In connection with the sale of the Existing Notes, we entered into the Registration Rights Agreement with Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, as initial purchasers of the Existing Notes.

        Among other things, the Registration Rights Agreement requires us to register the Exchange Notes under the federal securities laws and offer to exchange the Exchange Notes for the Existing Notes. The Exchange Notes will be issued without a restrictive legend and generally may be resold without registration under the federal securities laws. We are extending the exchange offer to each registered holder of outstanding Existing Notes or persons who hold Existing Notes through The Depository Trust Company ("DTC") ("DTC Participants" and, together with such registered holders, the "Holders") in order to comply with the Registration Rights Agreement. Under some circumstances set forth in the Registration Rights Agreement, holders of Existing Notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell Exchange Notes received in the exchange offer, may require us to file and cause to become effective, a shelf registration statement covering resales of the Existing Notes by these holders.

        Each broker-dealer that receives Exchange Notes for its own account in exchange for Existing Notes, where such Existing Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See "Plan of Distribution."

Terms of the Exchange Offer; Period for Tendering Existing Notes

        Subject to terms and conditions detailed in this prospectus, we will accept for exchange Existing Notes that are properly tendered on or prior to the Expiration Date and not withdrawn as permitted below. The term "Expiration Date" means 5:00 p.m., New York City time, [                        ], 2012, the twentieth day following the date of this prospectus. We may, however, in our sole discretion, extend the period of time that the exchange offer is open, in which case the term "Expiration Date" will mean the latest time and date to which the exchange offer is extended.

        As of the date of this prospectus, $625.0 million aggregate principal amount of Existing Notes are outstanding. We are sending this prospectus, together with the letter of transmittal, to all registered holders of Existing Notes that we are aware of on the date hereof.

        We expressly reserve the right, at any time, to extend the period of time that the exchange offer is open, and delay acceptance for exchange of any Existing Notes, by giving oral (if oral, to be promptly confirmed in writing) or written notice of an extension to the holders of the Existing Notes and the Exchange Agent as described below. During any extension, all Existing Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any Existing Notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

        Existing Notes tendered in the exchange offer must be in denominations of principal amount of $1,000 and any greater integral multiple thereof.

        We expressly reserve the right to amend or terminate the exchange offer, and not to exchange any Existing Notes, upon the occurrence of any of the conditions to the exchange offer specified under "—Conditions to the Exchange Offer." We will give oral (if oral, to be promptly confirmed in writing) or written notice of any extension, amendment, non-acceptance or termination to the holders of the

39

Existing Notes and the Exchange Agent as promptly as practicable. In the case of any extension, we will issue a notice by means of a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

Shelf Registration Statement

        If (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, we are not permitted to effect the exchange offer, (ii) the exchange offer has not been consummated by December 18, 2012, (iii) because of any changes in law or in currently prevailing interpretations of the staff of the SEC, a Holder notifies the Company prior to the twentieth business day after the consummation of the exchange offer that it is not permitted to participate in the exchange offer because of law or prevailing interpretations of the staff of the SEC applicable at that time, or (v) in the case of any holder that participates in the exchange offer, such holder does not receive Exchange Notes on the date of the exchange that my be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as an affiliate of the Company or any of the Guarantors within the meaning of the Securities Act), then the company shall file a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities (the "Shelf Registration Statement"). "Registrable Securities" mean the Notes (together with the Guarantees) that may not be sold without restriction under federal or state securities law.

        The Registration Rights Agreement provides that we:

        (a)   will use our commercially reasonable best efforts to cause to be filed the Shelf Registration Statement with the Commission as soon as practicable after the time such obligation to file arises;

        (b)   will use our commercially reasonable best efforts to cause the Shelf Registration Statement to become or be declared effective under the Securities Act; and

        (c)   will use our reasonable best efforts to keep such Shelf Registration Statement continuously effective until the earlier of (i) February 22, 2014 or (ii) the date upon which all Registrable Securities covered by the Shelf Registration Statement have been sold in the manner set froth and as contemplated in the Shelf Registration Statement or cease to be outstanding (the "Effectiveness Period").

        A Holder that sells notes pursuant to the Shelf Registration Statement generally would be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement which are applicable to such a holder (including certain indemnification obligations). We will provide a copy of the Registration Rights Agreement to prospective investors upon request.

        If (i) neither the exchange offer registration statement nor the Shelf Registration Statement has been declared effective on or prior to the dates specified for such effectiveness in the Registration Rights Agreement or (ii) in the event we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 120^th day following the date such Shelf Registration Statement was filed, then, in each case, commencing on the day thereafter, additional interest shall accrue on the Notes over and above the stated interest at a rate of 0.25% per annum for the first 180 days immediately following such date, such additional interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period.

        If either (i) we have not exchanged Exchange Notes for all Existing Notes validly tendered and not withdrawn in accordance with the terms of the exchange offer on or prior to the thirtieth day after the effectiveness of the exchange offer registration statement (but in no event later than December 18,

40

2012) or (ii) if applicable, a Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to February 22, 2014 (other than after such time as all Existing Notes have been disposed of thereunder), then additional interest shall accrue on the principal amount of the Existing Notes at a rate of 0.25% per annum for the first 180 days commencing on (a) the 31^st day after such effectiveness of the exchange offer registration statement or December 19, 2012, in the case of (i) above, or (b) the day such Shelf Registration Statement ceases to be effective, in the case of (ii) above, such additional interest rate increasing by an additional 0.25% per annum at the beginning of each such subsequent 90-day period.

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PROCEDURES FOR TENDERING EXISTING NOTES

        All of the Existing Notes are held in book-entry form through the facilities of DTC. Holders who own Existing Notes and wish to exchange them in the Exchange Offer should follow the instructions below.

        Beneficial owners who hold Existing Notes in a brokerage or custodian account through a custodian or nominee, including a broker, dealer, bank or trust company, will need to timely instruct their custodian or nominee to exchange their Existing Notes on or prior to the Expiration Time, in the manner described below (or as otherwise instructed by such custodian or nominee) and upon the terms and conditions set forth in this prospectus and the letter of transmittal. Beneficial owners should refer to any materials forwarded by the custodian or nominee to determine how they can timely instruct their custodian or nominee to take these actions.

        In order to participate in the Exchange Offer, beneficial owners must instruct their nominee or custodian to participate on their behalf. Each beneficial owners' nominee or custodian should arrange for the DTC Participant holding the Existing Notes through its DTC account to submit those Existing Notes for exchange in the Exchange Offer to the Exchange Agent prior to the Expiration Time.

        Beneficial owners who hold their Existing Notes through a broker or bank should ask their broker or bank if they will be charged a fee to exchange their Existing Notes through the broker or bank.

        The Exchange Offer is being conducted using DTC's ATOP procedures. Accordingly, DTC Participants must submit their Existing Notes for exchange in the Exchange Offer in accordance with DTC's ATOP procedures. Since all Existing Notes must be exchanged by book-entry transfer to the applicable DTC account of the Exchange Agent, the beneficial owner's bank, broker, dealer, trust company, or other nominee must execute exchange through ATOP. Financial institutions that are DTC Participants must execute exchanges through ATOP by transmitting acceptance of the Exchange Offer to DTC on or prior to the Expiration Time.

        DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the exchanged Existing Notes into the applicable DTC account of the Exchange Agent, and send to the Exchange Agent a "book-entry confirmation," which shall include an Agent's Message transmitted by DTC to and received by the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a DTC Participant exchanging Existing Notes that the DTC Participant has received and agrees to be bound by the terms of the letter of transmittal as though a signatory thereof and that the Company may enforce such agreement against the DTC Participant.

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ACCEPTANCE OF EXISTING NOTES FOR EXCHANGE; DELIVERY OF EXCHANGE NOTES

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of Existing Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the expiration date. For the purposes of the exchange offer, we shall be deemed to have accepted for exchange validly tendered Existing Notes when, as and if we had given notice of acceptance to the Exchange Agent.

        The Exchange Agent will act as agent for the tendering holders of Existing Notes for the purposes of receiving Exchange Notes from us and causing the Existing Notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of Exchange Notes to be issued in exchange for accepted Existing Notes will be made by the Exchange Agent promptly after acceptance of the tendered Existing Notes. Existing Notes not accepted for exchange by us will be returned without expense to the tendering holders or in the case of Existing Notes tendered by book-entry transfer into the Exchange Agent's account at DTC promptly following the expiration date or, if we terminate the exchange offer prior to the expiration date, promptly after the exchange offer is terminated.

Book-Entry Transfer

        The Existing Notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

        The Exchange Agent will establish an account with respect to the book-entry interests at DTC for purposes of the exchange offer promptly after the date of this Prospectus. You must deliver your book-entry interest by book-entry transfer to the account maintained by the Exchange Agent at DTC. Any financial institution that is a participant in DTC's systems may make book-entry delivery of book-entry interests by causing DTC to transfer the book-entry interests into the Exchange Agent's account at DTC in accordance with DTC's procedures for transfer.

        To validly participate in the Exchange Offer, DTC Participants must (i) deliver Existing Notes by means of book-entry transfer into the applicable DTC account of the Exchange Agent, (ii) transmit electronic confirmation through ATOP, whereby an Agent's Message will be sent to the Exchange Agent, and (iii) deliver any other required documentation to the Exchange Agent.

        By taking these actions with respect to the Exchange Offer, the Holder and his or her custodian or nominee will be deemed to have agreed (i) to the terms and conditions of the Exchange Offer as set forth in the prospectus and the letter of transmittal and (ii) that the Company and the Exchange Agent may enforce the terms and conditions against such Holder and such Holder's custodian or nominee.

The Exchange Agent will not accept any exchange materials other than the DTC Participant's Agent's Message.

General Provisions

        The method of delivery of Existing Notes and all other documents or instructions including, without limitation, the Agent's Message and the letter of transmittal, is at the beneficial owner's risk. An exchange will be deemed to have been received only when the DTC Participant (i) delivers Existing Notes by means of book-entry transfer into the applicable DTC account of the Exchange Agent, (ii) transmits electronic confirmation through ATOP, whereby an Agent's Message will be sent to the Exchange Agent, and (iii) delivers any other required documentation to the Exchange Agent.

        All questions concerning the validity, form, exchanges (including time of receipt), and acceptance of exchanged Existing Notes will be determined by the Company in its sole discretion, which

43

determination will be final and binding. The Company reserves the absolute right to reject any and all exchanges of Existing Notes not in proper form or any Existing Notes the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. The Company also reserves the absolute right to waive any defect or irregularity in exchanges of Existing Notes, whether or not similar defects or irregularities are waived in the case of other tendered securities. The interpretation of the terms and conditions by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with exchanges of Existing Notes in the Exchange Offer must be cured within such time as the Company shall determine. None of the Company, the Exchange Agent or any other person will be under any duty to give notification of defects or irregularities with respect to exchanges of Existing Notes in the Exchange Offer, nor shall any of them incur any liability for failure to give such notification.

        Exchanges of Existing Notes in the Exchange Offer will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Existing Notes received by the Exchange Agent that are not validly exchanged and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the DTC Participant, unless otherwise provided in the letter of transmittal, as soon as practicable following the Expiration Time or the withdrawal or termination of the Exchange Offer.

        Exchanges of Existing Notes in the Exchange Offer pursuant to any of the procedures described in this Offering Statement and in the instructions in the letter of transmittal and acceptance of such Existing Notes by the Company will constitute a binding agreement between the Holder and the Company upon the terms and conditions of the Exchange Offer. Any submitted Existing Notes that are not accepted in the Exchange Offer for any reason will be returned by crediting the account maintained at DTC from which such Existing Notes were submitted.

We have not provided guaranteed delivery provisions in connection with the Exchange Offer. Existing Notes being exchanged must be delivered to the Exchange Agent in accordance with the procedures described in this Offering Statement, on or prior to the Expiration Time.

Terms and Conditions of the Letter of Transmittal

        The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

        The party tendering Existing Notes for Exchange Notes, transfers and exchanges the Existing Notes to us and irrevocably constitutes and appoints the Exchange Agent as the transferor's agent and attorney-in-fact to cause the Existing Notes to be assigned, transferred and exchanged.

        The transferor represents and warrants that it has full power and authority to tender, exchange, sell, assign and transfer the Existing Notes, and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title to the tendered Existing Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The transferor also warrants that it will, upon request, execute and deliver any additional documents deemed by us or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of tendered Existing Notes. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such transferor.

        If the transferor is not a broker-dealer, it represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the transferor is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes, it represents that the Existing Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities, and acknowledges that it will deliver a Prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes acquired in the exchange offer; however, by so acknowledging and by delivering a Prospectus, the transferor will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

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WITHDRAWAL RIGHTS

        Existing Notes tendered in the exchange offer may be withdrawn at any time prior to the expiration date.

        For a withdrawal to be effective, a written or facsimile transmission of notice of withdrawal must be timely received by the Exchange Agent at its address set forth below under "Exchange Agent" on or prior to the expiration date. Any notice of withdrawal must specify the person named in the letter of transmittal as having tendered Existing Notes to be withdrawn, the certificate numbers of Existing Notes to be withdrawn, the aggregate principal amount of Existing Notes to be withdrawn (which must be an authorized denomination), that the holder is withdrawing his election to have the Existing Notes exchanged, and the name of the registered holder of such Existing Notes, if different from that of the person who tendered the Existing Notes. Additionally, the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Existing Notes tendered for the account of an Eligible Institution). The Exchange Agent will return the properly withdrawn Existing Notes promptly following receipt of notice of withdrawal. All questions as to the validity of notices of withdrawals, including time of receipt, will be final and binding on all parties.

        If Existing Notes have been tendered pursuant to the procedures for book entry transfer, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Existing Notes, in which case a notice of withdrawal will be effective if delivered to the Exchange Agent by written or facsimile transmission. Withdrawals of tenders of Existing Notes may not be rescinded. Existing Notes properly withdrawn will not be deemed validly tendered for purposes of the exchange offer, but may be retendered at any subsequent time on or prior to the expiration date by following any of the procedures described herein.

CONDITIONS TO THE EXCHANGE OFFER

        Notwithstanding any other provision of the exchange offer, or any extension of an exchange offer, we will not be required to issue Exchange Notes with respect to any properly tendered Existing Notes not previously accepted and may terminate the exchange offer (by oral (if oral, to be promptly confirmed in writing) or written notice to the Exchange Agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a press release) or, at our option, modifying or otherwise amending the exchange offer, if the exchange offer, or the making of any exchange by a note holder, would violate (i) applicable law or (ii) any applicable SEC policy or interpretation of the staff of the SEC.

        The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer regardless of the circumstances (including any action or inaction by us) giving rise to such condition or may be waived by us in whole or in part at any time or from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each right will be deemed an ongoing right which may be asserted at any time or from time to time.

        In addition, we will not accept for exchange any Existing Notes tendered, and no Exchange Notes will be issued in exchange for any Existing Notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this Prospectus constitutes a part or qualification under the Trust Indenture Act of 1939, as amended (the "TIA") of the indenture governing the Notes.

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EXCHANGE AGENT

        Wells Fargo Bank, National Association has been appointed as the Exchange Agent for the exchange offer. All executed letters of transmittal should be directed to the Exchange Agent at the address set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery should be directed to the Exchange Agent addressed as follows:

By Registered or Certified Mail:	By Overnight Courier or Regular Mail:	By Hand Delivery:
Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480	Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479	Wells Fargo Bank, National Association 12th Floor-Northstar East Building Corporate Trust Operations 608 Second Avenue South Minneapolis, MN 55479
	By Facsimile: For Eligible Institutions only (612) 667-6282
	For Information or Confirmation by Telephone: (800) 344-5128

Delivery of the letter of transmittal to an address other than as set forth above or transmission of such letter of transmittal via facsimile other than as set forth above does not constitute a valid delivery.

Solicitations of Tenders; Expenses

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. We will, however, pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of- pocket expenses incurred by them in forwarding tenders for their customers. We will pay for the expenses incurred in connection with the exchange offer, including the fees and expenses of the Exchange Agent and printing, accounting and legal fees.

        No person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained in this prospectus. If given or made, information or representations should not be relied upon as having been authorized by us. Neither the delivery of this prospectus nor any exchange made based upon this prospectus shall, under any circumstance, create any implication that there has been no change in our affairs since the respective dates as of which information is given. The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Existing Notes in any jurisdiction in which the making of the exchange offer or the acceptance of the exchange offer would not be in compliance with the laws of such jurisdiction. However, we may, at our discretion, take such action as we deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of Existing Notes in such jurisdiction. In any jurisdiction of which the securities laws or blue sky laws require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on our behalf by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

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Appraisal Rights

        Holders of Existing Notes will not have dissenters' rights or appraisal rights in connection with the exchange offer.

Other

        Participation in the exchange offer is voluntary and holders should carefully consider whether to accept. Holders of the Existing Notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

        As a result of the making of, and upon acceptance for exchange of all validly tendered Existing Notes pursuant to the terms of this exchange offer, we will have fulfilled a covenant contained in the Registration Rights Agreement. Holders of the Existing Notes who do not tender their certificates in the exchange offer will continue to hold such certificates and will be entitled to all the rights and limitations under the Indenture pursuant to which the Existing Notes were issued, except for any such rights under the Registration Rights Agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. All untendered Existing Notes will continue to be subject to the restrictions on transfer set forth in the Existing Notes and the Indenture. To the extent that Existing Notes are tendered and accepted in the exchange offer, the trading market, if any, for any Existing Notes that remain outstanding could be adversely affected.

        We may in the future seek to acquire untendered Existing Notes in open market or privately negotiated transactions, through a subsequent exchange offer or otherwise. We have no present plan to acquire any Existing Notes which are not tendered in the exchange offer.

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CONSEQUENCES OF EXCHANGING OR FAILING TO EXCHANGE OUTSTANDING NOTES

        If you do not exchange your Existing Notes for Exchange Notes in the exchange offer, your Existing Notes will continue to be subject to the provisions of the Indenture regarding transfer and exchange of the Existing Notes and the restrictions on transfer of the Existing Notes described in the legend on your certificates. These transfer restrictions are required because the Existing Notes were issued under an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, the Existing Notes may not be offered or sold unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to register the Existing Notes under the Securities Act.

        Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties, we believe that the Exchange Notes you receive in the exchange offer may be offered for resale, resold or otherwise transferred without compliance with the registration and prospectus delivery provisions of the Securities Act. However, you will not be able to freely transfer the Exchange Notes if:

•

you are our "affiliate," as defined in Rule 405 under the Securities Act,

•

you are not acquiring the Exchange Notes in the exchange offer in the ordinary course of your business,

•

you have an arrangement or understanding with any person to participate in the distribution, as defined in the Securities Act, of the Exchange Notes you will receive in the exchange offer,

•

you are holding Existing Notes that have, or are reasonably likely to have, the status of an unsold allotment in the initial offering, or

•

you are a broker-dealer that received Exchange Notes for its own account in the exchange offer in exchange for Existing Notes that were acquired as a result of market-making or other trading activities.

        We do not intend to request the SEC to consider, and the SEC has not considered, the exchange offer in the context of a similar no-action letter. As a result, we cannot guarantee that the staff of the SEC would make a similar determination with respect to the exchange offer as in the circumstances described in the no-action letters discussed above. Each holder, other than a broker-dealer, must acknowledge that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and has no arrangement or understanding to participate in a distribution of the Exchange Notes. If you are our affiliate, are engaged in or intend to engage in a distribution of the Exchange Notes or have any arrangement or understanding with respect to the distribution of the Exchange Notes you will receive in the exchange offer, you may not rely on the applicable interpretations of the staff of the SEC and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction involving the Exchange Notes. If you are a participating broker-dealer, you must acknowledge that you will deliver a prospectus in connection with any resale of the Exchange Notes. In addition, to comply with state securities laws, you may not offer or sell the Exchange Notes in any state unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is complied with. The offer and sale of the Exchange Notes to "qualified institutional buyers" (as defined in Rule 144A of the Securities Act) is generally exempt from registration or qualification under state securities laws. We do not plan to register or qualify the sale of the Exchange Notes in any state where an exemption from registration or qualification is required and not available.

48

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2011 and the accompanying notes thereto have been prepared to illustrate the effects of certain adjustments related to the consummation of the Plan and the implementation of the Restructuring Transactions and fresh-start reporting as if such events and the Effective Date in each case had occurred on January 1, 2011. The pro forma adjustments and certain assumptions underlying these adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma condensed consolidated financial statements.

        The terms "Company," "we," "us," "our," or "Successor" refer to Station Casinos LLC and its consolidated subsidiaries for periods following the Effective Date. The term "Predecessor" refers to Station Casinos, Inc. and its consolidated subsidiaries ("STN") for periods prior to the Effective Date and the term "GVR Predecessor" refers to Green Valley Ranch Gaming, LLC for periods prior to the Effective Date. References to "Predecessors" refer to STN and GVR Predecessor prior to the Effective Date.

        The unaudited pro forma condensed consolidated statement of operations for the year ended December 2011 have been derived from our audited consolidated financial statements for the year ended December 31, 2011 incorporated by reference into this prospectus.

        The unaudited pro forma condensed consolidated statements of operations do not purport to project our future operating results as of any future date or for any future period. The unaudited pro forma condensed consolidated statements of operations are also not necessarily indicative of what our results of operations would have been if the effectiveness of the Plan and the implementation of the Restructuring Transactions had actually occurred as of the dates indicated. All costs and expenses not directly affected by the Restructuring Transactions, have not been removed in the pro forma adjustments. The unaudited pro forma condensed consolidated statements of operations and the notes thereto should be read in conjunction with our historical financial statements, the related notes thereto, and included elsewhere or the information set forth in "Management's Discussion and Analysis of Financial Conditions and Results of Operations," "Use of Proceeds," "Capitalization," and "Selected Financial Information" incorporated by reference in this prospectus.

49

Station Casinos LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2011

(in thousands)

	Historical													Pro Forma
	Successor			Predecessors
	Period From June 17, 2011 Through December 31, 2011			Period from January 1, 2011 Through June 16, 2011										Year Ended December 31, 2011
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Pro Forma Adjustments				Station Casinos LLC
Operating revenues:
Casino	$	452,951		$	339,703		$	59,100		$	—			$	851,754
Food and beverage		119,735			85,436			19,484			—				224,655
Room		54,924			36,326			9,753			—				101,003
Other		39,658			28,072			4,205			—				71,935
Management fees		13,482			10,765			—			—				24,247
Gross revenues		680,750			500,302			92,542			—				1,273,594
Promotional allowances		(51,351	)		(35,605	)		(8,490	)		—				(95,446	)
Net revenues		629,399			464,697			84,052			—				1,178,148
Operating costs and expenses:
Casino		178,266			136,037			23,574			(3	)	(a)		337,874
Food and beverage		88,979			60,717			12,407			—				162,103
Room		22,403			15,537			3,064			—				41,004
Other		16,896			10,822			2,125			—				29,843
Selling, general and administrative		154,643			110,300			18,207			(302	)	(a)		282,848
Corporate		—			15,818			—			(14,011	)	(b)		1,807
Development and preopening		718			1,752			—			(540	)	(c)		1,930
Depreciation and amortization		67,023			61,162			9,512			(18,710	)	(d)		118,987
Management fees		21,819			—			3,112			16,438		(e)		41,369
Impairment of other assets		2,100			—			—			—				2,100
Write downs and other charges, net		4,041			3,953			104			—				8,098
		556,888			416,098			72,105			(17,128	)			1,027,963
Operating income		72,511			48,599			11,947			17,128				150,185
(Losses) earnings from joint ventures		(1,533	)		(945	)		—			1,840		(g)		(638	)
Gain on dissolution of joint ventures		—			250			—			—				250
Operating income and (losses) earnings and gains from joint ventures		70,978			47,904			11,947			18,968				149,797
Other (expense) income:
Interest expense, net		(92,299	)		(43,294	)		(20,582	)		(26,998	)	(g)		(183,173	)
Interest and other expense from joint ventures		—			(15,452	)		—			15,452		(f)		—
Change in fair value of derivative instruments		—			397			—			(397	)	(h)		—
Gain on early retirement of debt		1,183			—			—			—				1,183
		(91,116	)		(58,349	)		(20,582	)		(11,943	)			(181,990	)
(Loss) income before income taxes and reorganization items		(20,138	)		(10,445	)		(8,635	)		7,025				(32,193	)
Reorganization items		—			3,259,995			634,999			(3,894,994	)	(i)		—
(Loss) income before income taxes		(20,138	)		3,249,550			626,364			(3,887,969	)			(32,193	)
Income tax benefit		—			107,924			—			(107,924	)	(j)		—
Net (loss) income, including noncontrolling interest		(20,138	)		3,357,474			626,364			(3,995,893	)			(32,193	)
Less: net income applicable to noncontrolling interest		4,955			24,321			—			(20,653	)			8,623
Net (loss) income	$	(25,093	)	$	3,333,153		$	626,364		$	(3,975,240	)		$	(40,816	)

50

Station Casinos LLC

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2010

(in thousands)

	Historical										Pro Forma
	Predecessors
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Pro Forma Adjustments				Station Casinos LLC
Operating revenues:
Casino	$	699,401		$	120,580		$	—			$	819,981
Food and beverage		163,215			39,517			—				202,732
Room		73,454			19,492			—				92,946
Other		59,086			8,006			—				67,092
Management fees		22,394			—			—				22,394
Gross revenues		1,017,550			187,595			—				1,205,145
Promotional allowances		(72,595	)		(17,823	)		—				(90,418	)
Net revenues		944,955			169,772			—				1,114,727
Operating costs and expenses:
Casino		289,168			52,410			(138	)	(a)		341,440
Food and beverage		107,311			23,903			—				131,214
Room		32,321			6,686			—				39,007
Other		19,979			3,649			—				23,628
Selling, general and administrative		219,479			38,734			(1,938	)	(a)		256,275
Corporate		34,899			—			(30,986	)	(k)		3,913
Development and preopening		16,272			—			(5,462	)	(l)		10,810
Depreciation and amortization		153,316			21,613			(62,288	)	(d)		112,641
Impairment of goodwill		60,386			—			—				60,386
Impairment of other intangible assets		4,704			—			—				4,704
Impairment of other assets		196,930			—			—				196,930
Management fees		—			6,014			34,503		(e)		40,517
Write downs and other charges, net		19,245			9,209			(9,089	)	(i)		19,365
		1,154,010			162,218			(75,398	)			1,240,830
Operating (loss) income		(209,055	)		7,554			75,398				(126,103	)
(Losses) earnings from joint ventures		(248,495	)		—			249,014		(f)		519
Gain on dissolution of joint ventures		124,193			—			—				124,193
Operating (loss) income and (losses) earnings from joint ventures		(333,357	)		7,554			324,412				(1,391	)
Other (expense) income:
Interest expense, net		(104,582	)		(48,644	)		(40,737	)	(g)		(193,963	)
Interest and other expense from joint ventures		(66,709	)		—			64,763		(f)		(1,946	)
Change in fair value of derivative instruments		(42	)		(50,550	)		50,592		(h)		—
		(171,333	)		(99,194	)		74,618				(195,909	)
Loss before income taxes and reorganization items		(504,690	)		(91,640	)		399,030				(197,300	)
Reorganization items		(82,748	)		—			82,748		(i)		—
Loss before income taxes		(587,438	)		(91,640	)		481,778				(197,300	)
Income tax benefit		21,996			—			(21,996	)	(j)		—
Net loss, including noncontrolling interest		(565,442	)		(91,640	)		459,782				(197,300	)
Less: net loss applicable to noncontrolling interest		(1,673	)		—			—				(1,673	)
Net loss	$	(563,769	)	$	(91,640	)	$	459,782			$	(195,627	)

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

        The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2011 and 2010 have been prepared to illustrate the effects of certain adjustments related to the consummation of the Plan and the implementation of the Restructuring Transactions and fresh-start reporting as if such events and the Effective Date in each case had occurred on January 1, 2011 and 2010, respectively. The pro forma adjustments and certain assumptions underlying these adjustments are further described below.

        (a)—Reflects the elimination of historical share-based compensation expense of STN.

        (b)—Reflects the elimination of approximately $5.9 million in historical share-based compensation expense of STN and approximately $8.1 million in costs eliminated as a result of the restructuring.

        (c)—Reflects the elimination of approximately $0.1 million in historical share-based compensation expense of STN and approximately $0.4 million in costs eliminated as a result of the restructuring.

        (d)—Reflects the pro forma adjustment to depreciation and amortization expense as a result of the fair values for property and equipment and intangible assets in connection with fresh-start reporting and the elimination of historical depreciation and amortization expense.

        (e)—Reflects the pro forma adjustment to management fees as a result of the Company and certain of its subsidiaries entering into Management Agreements with subsidiaries of Fertitta Entertainment relating to the management of the Propco Properties, Opco Assets and Green Valley Ranch and the elimination of the prior management agreement for Green Valley Ranch. Pursuant to the terms of the Management Agreements, the Company will pay subsidiaries of Fertitta Entertainment a base management fee equal to two percent of the gross revenues attributable to the properties and an incentive management fee equal to five percent of earnings before interest, taxes, depreciation and amortization ("EBITDA"), as defined in the Management Agreements, with respect to each fiscal year, to the extent such EBITDA is positive.

        (f)—Reflects the elimination of STN's earnings and interest and other expense from its joint ventures related to Green Valley Ranch and Aliante Gaming, LLC.

        (g)—Reflects pro forma adjustments to interest expense as a result of the Company and its subsidiaries entering into the Credit Agreements in connection with the Restructuring Transactions as well as the elimination of historical interest expense related to debt eliminated with the Restructuring Transactions, calculated as follows (in thousands):

	Year Ended December 31,
	2011			2010
Propco Term Loan interest expense adjustment	$	(56,173	)	$	(121,759	)
Propco Revolver interest expense adjustment		(2,347	)		(4,761	)
Opco Term Loan interest expense adjustment		(12,295	)		(26,652	)
Opco Revolver interest expense adjustment		(142	)		(306	)
GVR Term Loan interest expense adjustment		(10,917	)		(23,660	)
GVR Revolver interest expense adjustment		(162	)		(350	)
Restructured Land Loan interest expense adjustment		(3,569	)		(7,733	)
Amortization of deferred financing costs		(1,909	)		(4,138	)
Less historical interest expense related to debt eliminated with the Restructuring Transactions		60,516			148,622
Pro forma adjustment to interest expense	$	(26,998	)	$	(40,737	)

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Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements (Continued)

        (h)—Reflects the elimination of the change in fair value of derivative instruments.

        (i)—Reflects the elimination of reorganization items.

        (j)—Reflects the elimination of STN's income tax benefit as the Company is a pass-through entity for federal and state income tax purposes. As a pass-through entity, the tax attributes of the Company pass through to its members, who owe any related income taxes. As a result, no provision for income taxes has been recorded.

53

DESCRIPTION OF THE EXCHANGE NOTES

You can find the definitions of certain terms used in this description under the subheading "—Certain Definitions." In this description, the word "Company" refers only to Station Casinos LLC and not to any of its subsidiaries or affiliates.

        The Company issued the Existing Notes (as defined herein) as a single class of securities under an Indenture, dated as of January 3, 2012, as supplemented by the First Supplemental Indenture, dated as of February 16, 2012 (the "Indenture"), among itself, the initial Guarantors and Wells Fargo Bank, National Association, as trustee (the "Trustee"). We will issue the Exchange Notes under the Indenture. The terms of the Exchange Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the "TIA"). The terms of the Exchange Notes are identical in all material respects to the Existing Notes except that, upon completion of the exchange offer, the Exchange Notes will be:

•

registered under the Securities Act;

•

generally free of any covenants regarding exchange registration rights.

        The following description is a summary of the material provisions of the Indenture. It does not restate such agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of the Exchange Notes. Certain defined terms used in this description but not defined below under "—Certain Definitions" have the meanings assigned to them in the Indenture.

        The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Exchange Notes and the Guarantees

The Exchange Notes

        The Exchange Notes:

•

are general senior unsecured obligations of the Company;

•

are pari passu in right of payment with all of our existing and future senior Indebtedness;

•

are effectively subordinated in right of payment to all of our existing and future secured Indebtedness, including the Bank Credit Agreement, to the extent of the value of the assets securing such Indebtedness;

•

are senior in right of payment to any future senior subordinated or subordinated Indebtedness of the Company; and

•

are unconditionally guaranteed by the Guarantors on a senior unsecured basis.

The Guarantees

        The Existing Notes are guaranteed, and the Exchange Notes will be guaranteed, by each of the Guarantors, and, subject to compliance with applicable gaming laws, any future Subsidiary of the Company that is a guarantor under the Bank Credit Agreement. The Guarantors currently consist of each of the entities that is a guarantor under the Bank Credit Agreement.

        The Guarantees of the Exchange Notes:

•

are general senior unsecured obligations of each Guarantor;

•

are pari passu in right of payment to all of the applicable Guarantor's existing and future senior Indebtedness;

54

•

are effectively subordinated to all secured Indebtedness of each Guarantor, including guarantees of the Bank Credit Agreement, to the extent of the value of the assets securing such Indebtedness; and

•

are structurally subordinated to all liabilities of any Subsidiary of a Guarantor that is not a Guarantor.

        The Exchange Notes will not be guaranteed by any existing Unrestricted Subsidiary of the Company or any Subsidiary of the Company that is designated by the Company in accordance with the Indenture to be an Unrestricted Subsidiary. Accordingly, the Exchange Notes are not initially guaranteed by any of LandCo Holdings, OpCo Holdings, GVR Holdco 3 and IP Holdco nor any of their respective Subsidiaries, all of which are Unrestricted Subsidiaries of the Company. Unrestricted Subsidiaries will not be subject to the restrictive covenants in the Indenture.

        As of March 31, 2012, we had $2.4 billion of debt (excluding $12.1 million of outstanding letters of credit and $86.5 million of available undrawn revolving credit commitments). Our Unrestricted Subsidiaries held approximately 45.7% of our assets at March 31, 2012 and generated net revenues and operating income of $146.7 million and $25.8 million, respectively, for the three months ended March 31, 2012.

        The obligations of each Guarantor under its Guarantee will include contribution provisions designed to mitigate against the risk that the Guarantee could be found to constitute a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the Notes and our Substantial Indebtedness—Federal and state statutes allow courts, under specific circumstances, to void the guarantees and require shareholders to return payments received from us or the guarantors."

        Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See "Certain Covenants—Merger, Consolidation or Sale of Assets." In the event of a sale or other disposition of all or substantially all of the properties and assets of any Guarantor, by way of merger, consolidation or otherwise, or the sale of all of the Capital Stock of a Guarantor, whether by way of merger, consolidation or otherwise, in either case provided that such sale or other disposition complies with the provisions set forth in "Repurchase at the Option of Holders—Asset Sales" (other than provisions for future application of the Net Cash Proceeds), or in the event of the designation of any Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture, or upon a discharge of the Indenture in accordance with "—Satisfaction and Discharge" or upon any Legal Defeasance or Covenant Defeasance of the Indenture, the Guarantor's Guarantee will be released. Each of the Guarantors is a Restricted Subsidiary of the Company.

Holding Company Structure

        The Company is a holding company for its Subsidiaries, with no material operations of its own and only limited assets. Accordingly, the Company is dependent upon the distribution of the earnings of its Subsidiaries, whether in the form of dividends, distributions, advances or payments on account of intercompany obligations, to service its debt obligations. Subsidiaries that we have designated as Unrestricted Subsidiaries held approximately 45.7% of our assets at March 31, 2012 and generated net revenues and operating income of $146.7 million and $25.8 million, respectively, for the three months ended March 31, 2012. Our Unrestricted Subsidiaries are not subject to the restrictive covenants of the Indenture, including the covenant that limits the ability of Restricted Subsidiaries to impose limitations on the ability of such entities to, among other things, make dividends or distributions to the Company. In addition, the claims of the Holders are subject to the prior payment of all liabilities (whether or not for borrowed money) and to any preferred stock interest of such Unrestricted Subsidiaries. The Restricted Subsidiaries of the Company consist of entities that comprised approximately 52.3% of our assets at March 31, 2012 and generated approximately 54% and 57% of our net revenues and operating

55

income, respectively for the three months ended March 31, 2012. There can be no assurance that, after providing for all prior claims, there would be sufficient assets available from the Company and its Subsidiaries to satisfy the claims of the Holders of Notes. See "Risk Factors—Holding Company Structure."

Principal, Maturity and Interest

        The Company issued the Existing Notes in the aggregate principal amount of $625.0 million on January 3, 2012 and will issue up to an aggregate principal amount of $625.0 million of the Exchange Notes in the exchange offer. The Company may issue additional notes from time to time after this exchange offer. Any issuance of additional notes will be subject to all of the covenants in the Indenture, including the covenant described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock." The Exchange Notes offered hereby and any additional notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase, provided that if any additional notes are not fungible for United States federal income tax purposes with any of the Notes previously issued, such additional notes will have a separate CUSIP number. Notes are issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will mature on June 18, 2018.

        Cash interest on the Notes will initially accrue at the rate of 3.65% per annum and will be payable semi-annually in cash in arrears on each June 15 and December 15, commencing June 15, 2012. The interest rate will increase to 3.66% on June 16, 2012, to 3.67% on June 16, 2013, to 4.87% on June 16, 2014, to 7.22% on June 16, 2016 and to 9.54% on June 16, 2017. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding June 1 and December 1. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. In addition, the Company shall pay a duration fee equal to 1.00% of the then aggregate outstanding amount (if any) of the Notes on June 17, 2016 and June 19, 2017.

Methods of Receiving Payments on the Notes

        If a holder has given wire transfer instructions to the Company, the Company will make all principal, premium and interest payments on Notes held by such holder in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Company maintained for such purpose unless the Company elects to make interest payments by check mailed to the holders at the addresses set forth in the register of holders; provided that all payments with respect to Global Notes, and any definitive Notes the holder of which has given wire transfer instructions to the Company, will be made by wire transfer. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee maintained for such purpose.

Optional Redemption

        Except as set forth under "Mandatory Redemption," the Company does not have the option to redeem the Notes prior to December 31, 2012. Thereafter, the Company has the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption price of par plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date.

Selection and Notice

        If less than all of the Notes are to be redeemed at any time, the Trustee will select the Notes to be redeemed among the holders of Notes as follows:

        (1)   if the Notes are listed, in compliance with the requirements of the principal national securities exchange on which the Notes are listed, or

56

        (2)   if the Notes are not so listed, on a pro rata basis, by lot (in the case of a partial redemption) or in accordance with the procedures of DTC.

        No Note of a principal amount of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. Notices of redemption may be conditional in that the Company may, notwithstanding the giving of the notice of redemption, condition the redemption of the Notes specified in the notice of redemption upon the completion of other transactions, such as refinancings or acquisitions (whether of the Company or by the Company).

        If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption, subject to the satisfaction of any conditions to such redemption. On and after the redemption date, subject to the satisfaction of any conditions to such redemption, interest ceases to accrue on Notes or portions of them called for redemption so long as the Company has deposited with the Paying Agent funds sufficient to pay the principal of, plus accrued and unpaid interest and Additional Interest, if any, on the Notes to be redeemed.

Mandatory Redemption

        Except as described below, the Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

Repurchase at the Option of Holders

Change of Control.

        Upon the occurrence of a Change of Control, each holder of Notes will have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof; provided that no Note of a principal amount of $2,000 or less shall be repurchased in part) of such holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash (the "Change of Control Payment") equal to 100% of the aggregate principal amount of Notes plus accrued and unpaid interest thereon, and duration fees and Additional Interest, if any, to the date of repurchase. Within 30 days following any Change of Control, the Company will mail a notice to the Trustee and each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the date specified in such notice, which date shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Offer may be made up to 60 days prior to the occurrence of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer. The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes. To the extent that the provisions of any such laws or rules conflict with the provisions of this covenant, the Company's compliance with such laws and rules shall not in and of itself cause a breach of the Company's obligations under this covenant.

57

        On the Change of Control Payment Date, the Company will, to the extent lawful:

        (1)   accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

        (2)   deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered, and

        (3)   deliver or cause to be delivered to the Trustee the Notes so accepted, together with an officers' certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

        The Paying Agent will promptly mail to each holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new Note equal in principal amount to the unpurchased portion of the Notes surrendered by such holder, if any; provided that each such new Note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date

        The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

        The Bank Credit Agreement contains, and any future Credit Facilities or other agreements relating to Indebtedness to which the Company becomes a party may contain, restrictions on the ability of the Company to purchase any Notes, and also may provide that certain change of control events with respect to the Company would constitute a default thereunder. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing Notes, the Company could seek the consents of its lenders to the purchase of Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain all such requisite consents or repay such borrowings, the Company will remain prohibited from purchasing Notes. In such case, the Company's failure to purchase tendered Notes would constitute an Event of Default under the Indenture. There can be no assurance that in the event of a Change of Control the Company will have sufficient funds, or that it will be permitted under the terms of the Bank Credit Agreement, to satisfy its obligations with respect to any or all of the tendered Notes.

        The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

        The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Restricted Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of Notes to require the Company to repurchase such Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to another Person or group may be uncertain.

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        The presence of the Company's Note repurchase obligation in the event of a Change of Control may deter potential bidders from attempting to acquire the Company, whether by merger, tender offer or otherwise. Such deterrence may have an adverse effect on the market price for the Company's securities, particularly its common stock.

Asset Sales.

        Neither the Company nor any Restricted Subsidiary will, directly or indirectly:

        (1)   consummate an Asset Sale unless such entity receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets sold or of which other disposition is made (as determined in good faith by the Board of such entity), and

        (2)   consummate or enter into a binding obligation to consummate an Asset Sale unless at least 75% of the consideration received by such entity from such Asset Sale will be cash or Cash Equivalents. For purposes of this provision, each of the following shall be deemed to be cash:

        (a)   any liabilities as shown on such entity's most recent balance sheet (or in the notes thereto) (other than (i) Indebtedness subordinate in right of payment to the Notes, (ii) contingent liabilities and (iii) liabilities or Indebtedness to Affiliates of the Company) that are assumed by the transferee of any such assets, and

        (b)   to the extent of the cash received, any notes or other obligations or securities received by such Obligor from such transferee that are converted by such entity into cash within 180 days of receipt.

        Notwithstanding the foregoing, the Company or a Restricted Subsidiary will be permitted to consummate an Asset Sale without complying with the foregoing provisions if:

        (1)   such entity receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or other property sold, issued or otherwise disposed of (as evidenced by a resolution of the Board of such entity), and

        (2)   the consideration for such Asset Sale constitutes Productive Assets; provided that any non-cash consideration not constituting Productive Assets received by such entity in connection with such Asset Sale that is converted into or sold or otherwise disposed of for cash or Cash Equivalents at any time within 360 days after such Asset Sale shall constitute Net Cash Proceeds subject to the provisions set forth above.

        Upon the consummation of an Asset Sale, the Company or the affected Restricted Subsidiary will be required to apply an amount equal to all Net Cash Proceeds (excluding amounts received and considered as "cash" pursuant to clause (2)(a) of the first paragraph of this covenant) that are received from such Asset Sale within 360 days of the receipt thereof either:

        (1)   to reinvest (or enter into a binding commitment to invest, if such investment is effected within 360 days after the date of such commitment) in Productive Assets or in Asset Acquisitions not otherwise prohibited by the Indenture,

        (2)   to repay Indebtedness under the Bank Credit Agreement (or other Indebtedness of the Company or such Restricted Subsidiary, as applicable, secured by a Lien), and, in the case of any such repayment under any revolving credit or other facility that permits future borrowings, effect a permanent reduction in the availability or commitment under such facility, and/or

        (3)   a combination of prepayment and reinvestment as permitted by the foregoing clauses (1) and (2).

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provided, however, that if the Company or any Restricted Subsidiary contractually commits within such 360-day period to apply such Net Cash Proceeds within 180 days following such contractual commitment in accordance with the foregoing clauses (1), (2) or (3), and such Net Cash Proceeds are subsequently applied as contemplated in such contractual commitment, then the requirement for application of Net Cash Proceeds as set forth in this paragraph shall be considered satisfied.

        Pending the final application of any such Net Cash Proceeds, the Company or such Restricted Subsidiary may temporarily reduce revolving Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture.

        Any Net Cash Proceeds from an Asset Sale that are not applied pursuant to the preceding paragraph shall constitute "Excess Net Proceeds." No later than 20 business days following the date on which the aggregate amount of Excess Net Proceeds exceeds $50 million (the "Net Proceeds Trigger Date"), the Company shall make an offer to purchase (the "Net Proceeds Offer"), on a date (the "Net Proceeds Offer Payment Date") not less than 30 nor more than 60 days following the applicable Net Proceeds Offer Trigger Date, on a pro rata basis, an aggregate principal amount equal to the Excess Net Proceeds of (a) Notes, at a purchase price in cash equal to 100% of the aggregate principal amount of Notes, in each case, plus accrued and unpaid interest thereon and Additional Interest, if any, on the Net Proceeds Offer Payment Date, and (b) other Indebtedness Incurred by the Company which is pari passu with the Notes, in each case to the extent required by the terms thereof. If at any time within 360 days after an Asset Sale any non-cash consideration received by the Company or the affected Restricted Subsidiary in connection with such Asset Sale (other than non-cash consideration deemed to be cash as provided in clause (2)(b) above) is converted into or sold or otherwise disposed of for cash, then such conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this covenant. To the extent that the aggregate principal amount of Notes or other pari passu Indebtedness tendered pursuant to the Net Proceeds Offer is less than the Excess Net Proceeds, the Company or such Restricted Subsidiary may use any remaining proceeds of such Asset Sales for general corporate purposes (but subject to the other terms of the Indenture). Upon completion of a Net Proceeds Offer, the Excess Net Proceeds relating to such Net Proceeds Offer will be deemed to be zero for purposes of any subsequent Asset Sale. In the event that a Restricted Subsidiary consummates an Asset Sale, only that portion of the Net Cash Proceeds therefrom (including any Net Cash Proceeds received upon the sale or other disposition of any non-cash proceeds received in connection with an Asset Sale) that are distributed to or received by the Company or a Restricted Subsidiary will be required to be applied by the Company or the Restricted Subsidiary in accordance with the provisions of this covenant.

        Notwithstanding the foregoing, (x) the sale of Equity Interests or all or substantially all of the assets of any entity designated as an Unrestricted Subsidiary on the Issue Date shall constitute an Asset Sale by the Company, whose Net Cash Proceeds shall be distributed to the Company and applied as set forth in this covenant and (y) 75% of the aggregate amount of distributions received by the Company and its Restricted Subsidiaries from joint ventures and Unrestricted Subsidiaries (other than Subsidiary Tax Sharing Payment and payments and payments pursuant to the OpCo Cost Allocation Agreement, the GVR Cost Allocation Agreement and the LandCo Cost Allocation Agreement) shall be deemed an Asset Sale by the Company and applied as set forth in this covenant. For the avoidance of doubt, the application of clause (x) or clause (y) in the immediately preceding sentence shall not apply to the extent such distributions have been used to mandatorily repay loans under the Bank Credit Agreement in accordance with the terms thereto.

        The Company will comply with all applicable laws, including, without limitation, Section 14(e) of the Exchange Act and the rules thereunder and all applicable federal and state securities laws, and will include all instructions and materials necessary to enable holders to tender their Notes and, to the extent that the provisions of any such laws or rules conflict with the provisions of this covenant, the

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Company's compliance with such laws and rules shall not in and of itself cause a breach of the Company's obligations under this covenant.

Mandatory Disposition Pursuant to Gaming Laws

        If a record or a beneficial owner of a Note is required by any Gaming Authority to be found suitable, the owner shall apply for a finding of suitability within 30 days after the request of such Gaming Authority or within such other time prescribed by such Gaming Authority. The applicant for a finding of suitability must pay all costs of the investigation for such finding of suitability. If a holder or beneficial owner is required to be found suitable and is not found suitable by such Gaming Authority, (i) such owner shall, upon request of the Company, dispose of such owner's Notes within 30 days or within that time prescribed by such Gaming Authority, whichever is earlier, or (ii) the Company may, at its option, redeem such owner's Notes at the lesser of (x) the principal amount thereof or (y) the price at which the Notes were acquired by such owner, together with, in either case, accrued interest to the date of the finding of unsuitability by such Gaming Authority, or (z) such other amount required by such Gaming Authority.

        By accepting a Note, each holder or beneficial owner of a Note will be agreeing to comply with all requirements of the Gaming Laws and Gaming Authorities in each jurisdiction where the Company and its Affiliates are licensed or registered under applicable Gaming Laws or conduct gaming activities.

Certain Covenants

Restricted Payments.

        Neither the Company nor any Restricted Subsidiary will, directly or indirectly:

        (1)   declare or pay any dividend or make any other payment or distribution (other than dividends or distributions payable solely in Qualified Capital Stock of the Company or dividends or distributions payable to the Company or a Restricted Subsidiary) in respect of the Company's or any Restricted Subsidiary's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or such Restricted Subsidiary, as applicable) or to the direct or indirect holders of the Company's or such Restricted Subsidiary's Equity Interests in their capacity as such,

        (2)   purchase, redeem or otherwise acquire or retire for value (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any Restricted Subsidiary) Equity Interests of the Company or any Restricted Subsidiary or of any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary),

        (3)   make any payment on or with respect to, or purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value any Indebtedness that is subordinate in right of payment to the Notes, except (i) a payment of principal, interest or other amounts required to be paid at Stated Maturity or (ii) a payment made to the Company or any Restricted Subsidiary, or

        (4)   make any Investment (other than Permitted Investments)

(each of the foregoing prohibited actions set forth in clauses (1), (2), (3) and (4) being referred to as a "Restricted Payment").

        Notwithstanding the foregoing, the Company or any Restricted Subsidiary may make any Restricted Investment so long as, at the time of such proposed Restricted Investment or immediately after giving effect thereto,

        (1)   no Default or an Event of Default has occurred, and is continuing or would result therefrom,

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        (2)   the Company's Consolidated Leverage Ratio would be less than 5.5 to 1.0; and

        (3)   the aggregate amount of Restricted Investments (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in the good faith reasonable judgment of the Company) do not exceed or would not exceed the sum, without duplication, of:

        (a)   50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) of the Company and the Restricted Subsidiaries during the period (treating such period as a single accounting period) beginning with the fiscal quarter in which the Issue Date occurs and ending on the last day of the most recent fiscal quarter of the Company ending immediately prior to the date of the making of such Restricted Investment for which internal financial statements are available ending not more than 135 days prior to the Determination Date, plus

        (b)   100% of the fair market value of the aggregate net proceeds received by the Company from any Person (other than from a Subsidiary of the Company), from the issuance and sale of Qualified Capital Stock of the Company or the amount by which Indebtedness of the Company or any Restricted Subsidiary is reduced by the conversion or exchange of debt securities or Disqualified Capital Stock into or for Qualified Capital Stock (to the extent that proceeds of the issuance of such Qualified Capital Stock would have been includable in this clause if such Qualified Capital Stock had been initially issued for cash) subsequent to the Issue Date and on or prior to the date of the making of such Restricted Investment (excluding any Qualified Capital Stock of the Company the purchase price of which has been financed directly or indirectly using funds (i) borrowed from the Company or any Restricted Subsidiary, unless and until and to the extent such borrowing is repaid, or (ii) contributed, extended, guaranteed or advanced by the Company or any Restricted Subsidiary (including, without limitation, in respect of any employee stock ownership or benefit plan)); provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business, plus

        (c)   100% of the aggregate cash received by the Company subsequent to the Issue Date and on or prior to the date of the making of such Restricted Investment upon the exercise of options or warrants to purchase Qualified Capital Stock of the Company, plus

        (d)   to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or Cash Equivalents or otherwise liquidated or repaid for value, or any dividends, distributions, interest payments, principal repayments or returns of capital are received by the Company or any Restricted Subsidiary in respect of any Restricted Investment, the fair market value (as determined in good faith by the Board) of proceeds of such sale, liquidation, repayment, dividend, distribution, principal repayment or return of capital, in each such case valued at the cash or marked-to-market value of Cash Equivalents received with respect to such Restricted Investment (less the cost of disposition, if any), and to the extent that any Restricted Investment consisting of a guarantee or other contingent obligation that was made after the Issue Date is terminated or cancelled, the excess, if any, of (x) the amount by which such Restricted Investment reduced the sum otherwise available for making Restricted Investments under this second paragraph of the Restricted Payment covenant, over (y) the aggregate amount of payments made (including costs incurred) in respect of such guarantee or other contingent obligation; provided that such proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business of the Capital Stock of a Person engaged in a Related Business, plus

        (e)   to the extent that any Person becomes a Restricted Subsidiary or an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the date the Issue Date, the lesser

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of (i) the fair market value of the Restricted Investment of the Company and its Restricted Subsidiaries in such Person as of the date it becomes a Restricted Subsidiary or in such Unrestricted Subsidiary on the date of redesignation as a Restricted Subsidiary or (ii) the fair market value of such Restricted Investment as of the date such Restricted Investment was originally made in such Person or, in the case of the redesignation of an Unrestricted Subsidiary into a Restricted Subsidiary which Subsidiary was designated as an Unrestricted Subsidiary after the Issue Date, the amount of the Company and its Restricted Subsidiaries' Restricted Investment therein as determined under the last paragraph of this covenant, plus the aggregate fair market value of any additional Restricted Investments (each valued as of the date made) by the Company and its Restricted Subsidiaries in such Unrestricted Subsidiary after the Issue Date.

        Notwithstanding the foregoing, the provisions set forth in the preceding paragraphs will not prohibit the following Restricted Payments:

        (1)   the payment of any dividend or the making of any distribution within 60 days after the date of declaration of such dividend or distribution if the making thereof would have been permitted on the date of declaration; provided such dividend will be deemed to have been made as of its date of declaration for purposes of this clause (1);

        (2)   the redemption, repurchase, retirement or other acquisition of Capital Stock of the Company or warrants, rights or options to acquire Capital Stock of the Company either (a) solely in exchange for shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company, or (b) through the application of net proceeds of a substantially concurrent sale (other than to a Subsidiary of the Company) of shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company; provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business;

        (3)   the payment, redemption, repurchase, retirement, defeasance or other acquisition of Indebtedness of any Obligor that is subordinate in right of payment to the Notes or the Guarantees (a) solely in exchange for (i) shares of Qualified Capital Stock of the Company or (ii) Permitted Refinancing Indebtedness, or (b) through the application of the net proceeds of a sale (other than to an Obligor) within 45 days of such sale of (i) shares of Qualified Capital Stock of the Company or warrants, rights or options to acquire Qualified Capital Stock of the Company or (ii) Permitted Refinancing Indebtedness or (c) within one year of the scheduled final maturity thereof; provided that such aggregate net proceeds are limited to cash, Cash Equivalents and other assets used or useful in a Related Business or the Capital Stock of a Person engaged in a Related Business;

        (4)   payments pursuant to the Management Agreements;

        (5)   other Restricted Payments not to exceed $10 million in the aggregate made on or after the Issue Date; provided no Default or Event of Default then exists or would result therefrom;

        (6)   repurchases not to exceed $1 million in the aggregate made on or after the Issue Date by the Company of its common stock, options, warrants or other securities exercisable or convertible into such common stock from employees, officers, consultants or directors of the Company or any of its respective Subsidiaries upon death, disability or termination of employment, relationship or directorship of such employees, officers, consultants or directors;

        (7)   loans or advances to employees made in the ordinary course of business of the Company or any Restricted Subsidiary in an amount not to exceed $1 million in the aggregate outstanding at any one time;

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        (8)   the payment or distribution of any amounts in respect of Equity Interests by any Restricted Subsidiary organized as a partnership or a limited liability company or other pass-through entity:

        (a)   to the extent of capital contributions made to such Restricted Subsidiary (other than capital contributions made to such Restricted Subsidiary by the Company or any Restricted Subsidiary) or

        (b)   to the extent required by applicable law,

provided that, except in the case of clause (b), no Default or Event of Default has occurred and is continuing at the time of such Restricted Payment or would result therefrom, and provided further that, except in the case of clause (b), such distributions are made pro rata in accordance with the respective Equity Interests contemporaneously with the distributions paid to the Company or a Restricted Subsidiary or their Affiliates holding an interest in such Equity Interests;

        (9)   the payment of any dividend or distributions by a Restricted Subsidiary of the Company to the holders of its Equity Interests on a pro rata basis;

        (10) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options, or upon the vesting of restricted stock, restricted stock units or performance share units to the extent necessary to satisfy tax withholding obligations attributable to such vesting;

        (11) the declaration and payment of regularly scheduled or accrued dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Company or any Restricted Subsidiary of the Company issued on or after the Issue Date in accordance with the Consolidated Leverage Ratio test described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (12) that portion of Restricted Investments the payment for which consists exclusively of the Company's Qualified Capital Stock or proceeds from the substantially concurrent sale of the Company's Qualified Capital Stock; provided that the amount of any such payment shall be excluded from clause (3) of the preceding paragraph

        (13) the declaration and payment of dividends by the Company to, or the making of loans to, its direct Holding Companies in amounts not to exceed $2.5 million during any fiscal year required for the Company's direct or indirect Holding Companies to pay (the "Corporate Expense Payments"):

        (A)  franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

        (B)  customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries (and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such expenses to the extent attributable to the ownership or operation of such Unrestricted Subsidiaries);

        (C)  general corporate overhead expenses of any direct or indirect parent company of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries, plus any amount of indemnification claims made by any director or officer of any direct or indirect parent company of the Company; and

        (D)  reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent company of the Company;

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        (14) so long as the Company or any Restricted Subsidiary is taxed as a partnership or disregarded entity for U.S. federal, state and local tax purposes, payments pursuant to the Holding Company Tax Distribution Agreement (the "Company Tax Payments"); and

        (15) so long as no Default or Event of Default has occurred and is continuing, the repurchase of Indebtedness subordinated in right of payment to the Notes or any Guarantee with any Excess Net Proceeds as provided in the covenant described under the caption "Repurchase at the Option of Holders Asset Sales" pursuant to provisions requiring such repurchase similar to those described in the covenant under the caption "Repurchase at the Option of Holders Change of Control"; provided that all Notes tendered by holders thereof in connection with a Change of Control Offer or Net Proceeds Offer have been repurchased , redeemed or acquired for value.

        In determining the aggregate amount of Restricted Payments made subsequent to the Issue Date, Restricted Payments made pursuant to clause (3)(a)(ii), (3)(b)(ii), (4), (6), (7), (8), (9), (10), (11), (12), (13), (14) or (15) of the immediately preceding paragraph shall, in each case, be excluded from such calculation; provided, that any amounts expended or liabilities incurred in respect of fees, premiums or similar payments in connection therewith shall be included in such calculation.

        For purposes of this covenant, it is understood that the Company may rely on internal or publicly reported financial statements even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any Restricted Payment that complied with the conditions of this covenant, made in reliance on such calculation by the Company based on such internal or publicly reported financial statements, shall be deemed to continue to comply with the conditions of this covenant, notwithstanding any subsequent adjustments that may result in changes to such internal financial or publicly reported statements.

        The Board of the Company may designate any of its Restricted Subsidiaries to be Unrestricted Subsidiaries if such designation would not cause a Default. For purposes of making such determination, all outstanding Investments by the Obligors (except to the extent repaid in cash or in kind) in the Subsidiary so designated will be deemed to be Restricted Payments at the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant to the extent that such deemed Restricted Payments would not be excluded from such calculation under the second paragraph of this covenant. All such outstanding Investments will be deemed to constitute Investments in an amount equal to the fair market value of such Investments at the time of such designation (as determined in the good faith reasonable judgment of the Company).

        Such designation will only be permitted if such Restricted Payment would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

Incurrence of Indebtedness and Issuance of Preferred Stock.

        The Company will not, directly or indirectly: (1) Incur any Indebtedness or issue any Disqualified Capital Stock or (2) cause or permit any of its Restricted Subsidiaries to Incur any Indebtedness or issue any Disqualified Capital Stock or preferred stock, in each case, other than Permitted Indebtedness; provided, however, that the Company may issue Disqualified Capital Stock and may Incur Indebtedness (including, without limitation, Acquired Debt), and any Guarantor may issue preferred stock or Incur Indebtedness (including, without limitation, Acquired Debt), if immediately after giving pro forma effect to such proposed Incurrence or issuance and the receipt and application of the net proceeds therefrom, the Company's Consolidated Leverage Ratio would be less than 5.5 to 1.0.

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        The first paragraph of this covenant will not prohibit the incurrence of any of the following (collectively, "Permitted Indebtedness"):

        (1)   Indebtedness of the Company or any Restricted Subsidiary outstanding on the Issue Date (other than Indebtedness under the Bank Credit Agreement) as reduced by the amount of any scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereof;

        (2)   Indebtedness Incurred by the Company under the $625,000,000 aggregate principal amount of Notes to be issued on the Issue Date and by the Guarantors under the Guarantees and the Notes and related Guarantees;

        (3)   Indebtedness Incurred by the Company or any Restricted Subsidiary pursuant to the Bank Credit Agreement or other Credit Facilities; provided that the aggregate principal amount of all such Indebtedness outstanding under this clause (3) as of any date of Incurrence (after giving pro forma effect to the application of the proceeds of such Incurrence), including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to this clause (3), shall not exceed $1,075 million, to be reduced dollar-for-dollar by the aggregate amount of all Net Cash Proceeds of Asset Sales applied by the Company or a Restricted Subsidiary to repay Indebtedness under the Credit Facilities pursuant to the covenant described above under the caption "—Repurchase at the Option of Holders—Asset Sales";

        (4)   Indebtedness of a Restricted Subsidiary to the Company or any Guarantor, or of the Company to any Guarantor, for so long as such Indebtedness is held by an Obligor; provided that if as of any date any Person other than an Obligor acquires any such Indebtedness or holds a Lien in respect of such Indebtedness (other than a Permitted Lien), such acquisition or holding shall be deemed to be an Incurrence of Indebtedness not constituting Permitted Indebtedness under this clause (4) by the issuer of such Indebtedness;

        (5)   Permitted Refinancing Indebtedness;

        (6)   FF&E Financing and other Indebtedness Incurred by the Company or any Restricted Subsidiary solely to finance the construction or acquisition or improvement of, or consisting of Capitalized Leased Obligations Incurred to acquire rights of use in, capital assets useful in the Company's or such Subsidiary's business, as applicable, and, in any such case, Incurred prior to or within 270 days after the construction, acquisition, improvement or leasing of the subject assets, not to exceed $25 million in aggregate principal amount outstanding at any time (including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to this clause (6)) for all of the Company and its Restricted Subsidiaries;

        (7)   Hedging Obligations and Interest Swap Obligations entered into not as speculative Investments but as hedging transactions designed to protect the Company and its Restricted Subsidiaries against fluctuations in interest rates in connection with Indebtedness otherwise permitted hereunder or against exchange rate risk or commodity pricing risk;

        (8)   Indebtedness of the Company or any Restricted Subsidiary arising in respect of performance bonds, completion guarantees and similar arrangements (to the extent that the Incurrence thereof does not result in the Incurrence of any obligation for the payment of borrowed money of others), in the ordinary course of business; provided, that such Indebtedness shall be Incurred solely in connection with the development, construction, improvement or enhancement of assets useful in the business of the Company and its Restricted Subsidiaries or the development, improvement or enhancement of the operations of the Company and its Restricted Subsidiaries;

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        (9)   Indebtedness of the Company or any Restricted Subsidiary arising in respect of letters of credit, bankers' acceptances, worker's compensation claims, payment obligations in connection with self-insurance or similar obligations, surety bonds and appeal bonds (to the extent that the Incurrence thereof does not result in the Incurrence of any obligation for the payment of borrowed money of others), in the ordinary course of business, in amounts and for the purposes customary in such Person's industry;

        (10) the guarantee by a Guarantor of Indebtedness of the Company or of any other Guarantor, or the guarantee by a Restricted Subsidiary of Indebtedness of the Company or another Restricted Subsidiary, provided such Indebtedness was outstanding on the Issue Date or was, at the time it was incurred, permitted to be incurred by the Company or such Guarantor or Restricted Subsidiary under the Indenture; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the guarantee may only be incurred by a Guarantor and shall be subordinated to, or pari passu with, as applicable, the Notes to the same extent as the Indebtedness guaranteed;

        (11) the issuance by any of the Company's Restricted Subsidiaries to the Company or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that:

        (a)   any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than the Company or a Restricted Subsidiary and

        (b)   any sale or other transfer of any such preferred stock to a Person that is not either the Company or a Restricted Subsidiary of the Company

will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (11);

        (12) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Subsidiary otherwise permitted by the Indenture;

        (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock;

        (14) Indebtedness of the Company under the Landco Support Agreement, as in effect on the date hereof, or any guarantee of any refinancing of the Indebtedness subject to such support obligations;

        (15) guarantees incurred in the ordinary course of business supporting obligations of suppliers, lessees and vendors;

        (16) Indebtedness in an aggregate principal amount outstanding under this clause (16) as of any date of Incurrence, including all Permitted Refinancing Indebtedness Incurred to repay, redeem, extend, refinance, renew, replace, defease or refund any Indebtedness Incurred pursuant to this clause (16), not to exceed $50 million; and

        (17) Indebtedness representing deferred compensation to employees of the Company and the Restricted Subsidiaries incurred in the ordinary course of business;

        (18) Indebtedness consisting of promissory notes issued by the Company to current or former officers, directors, managers and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdco or the Company permitted by clause (6) of paragraph three under "Certain Covenants—Restricted Payments"; provided that

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(i) such Indebtedness shall be subordinated in right of payment to the Notes on terms (it being understood that, subject to the dollar limitation described below, such subordination provisions shall permit the payment of interest and principal in cash if no Event of Default has occurred) and (ii) the aggregate amount of all cash payments (whether principal or interest) made by the Company in respect of such notes since the Effective Date, when combined with the aggregate amount of Restricted Payments made pursuant to clause (6) of paragraph three under "Certain Covenants—Restricted Payments" since the Effective Date, shall not exceed $1,000,000;

        (19) Indebtedness consisting of obligations of the Company or the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with any Investment expressly permitted under "Certain Covenants—Restricted Payments"; and

        (20) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business.

        For purposes of this definition, it is understood that the Company may rely on internal or publicly reported financial reports even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any incurrence of Permitted Indebtedness which is based upon or made in reliance on a computation based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal or publicly reported financial statements.

        Any Indebtedness of any Person existing at the time it becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition of capital stock or otherwise) shall be deemed to be Incurred as of the date such Person becomes a Restricted Subsidiary.

        Notwithstanding any other provision of this covenant, a guarantee of Indebtedness of the Company or of Indebtedness of a Restricted Subsidiary will not constitute a separate incurrence, or amount outstanding, of Indebtedness so long as the Indebtedness so guaranteed was incurred in accordance with the terms of the Indenture.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (20) of such definition or is entitled to be Incurred pursuant to the second paragraph of this covenant, the Company will, in its sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness will be treated as having been Incurred pursuant to only one of such clauses or pursuant to the second paragraph hereof. The Company may reclassify such Indebtedness from time to time in its sole discretion and may classify any item of Indebtedness in part under one or more of the categories of Permitted Indebtedness and/or in part as Indebtedness entitled to be Incurred pursuant to the second paragraph of this covenant.

        Accrual of interest or dividends, the accretion of principal amount or dividends, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms or the payment of dividends on any Disqualified Capital Stock in the form of additional Disqualified Capital Stock with the same terms will not be deemed to be an Incurrence of Indebtedness or an issuance of Disqualified Capital Stock or preferred stock for purposes of this covenant. Any increase in the amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this covenant. A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

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Liens.

        No Obligor will, directly or indirectly, create, Incur or assume any Lien, except a Permitted Lien, on or with respect to any of its property or assets including any shares of stock or Indebtedness of any Restricted Subsidiary, whether owned on the Issue Date or thereafter acquired, or any income, profits or proceeds therefrom, unless:

        (1)   in the case of any Lien securing Indebtedness that is subordinate in right of payment to the Notes or the Guarantees, the Notes or the Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Lien as long as such Indebtedness is secured by such Lien; and

        (2)   in all other cases, the Notes or the Guarantees, as the case may be, are secured on an equal and ratable basis with the obligations secured by such Lien for so long as such obligations are secured by such Lien.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

        The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or permit or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (1)   pay dividends or make any other distributions on its Capital Stock,

        (2)   make loans or advances to or pay any Indebtedness or other obligations owed to the Company or to any other Restricted Subsidiary, or

        (3)   transfer any of its property or assets to the Company or to any Restricted Subsidiary

(each such encumbrance or restriction in clause (1), (2) or (3), a "Payment Restriction").

        However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

        (a)   applicable law or required by any Gaming Authority;

        (b)   the Indenture, the Notes and the Guarantees and other Indebtedness of the Company or any Restricted Subsidiary ranking pari passu with the Notes; provided that such restrictions are no more restrictive taken as a whole than those imposed by the Indenture;

        (c)   customary non-assignment provisions of any contract, license or lease of any Restricted Subsidiary entered into in the ordinary course of business of such Restricted Subsidiary;

        (d)   any instrument governing Acquired Debt Incurred in connection with an acquisition by the Company or any Restricted Subsidiary in accordance with the Indenture as the same was in effect on the date of such Incurrence; provided that such encumbrance or restriction is not, and will not be, applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries or the property or assets, including directly related assets, such as accessions and proceeds so acquired or leased;

        (e)   any restriction or encumbrance contained in contracts for the sale of Equity Interests of any Subsidiary or assets of the Company or any Restricted Subsidiary to be consummated in accordance with the Indenture solely in respect of Equity Interests (or assets of such Restricted Subsidiary) or assets to be sold pursuant to such contract;

        (f)    any restrictions of the nature described in clause (3) above with respect to the transfer of assets secured by a Lien that is permitted by the Indenture to be Incurred;

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        (g)   any encumbrance or restriction contained in Permitted Refinancing Indebtedness; provided that the provisions relating to such encumbrance or restriction contained in any such Permitted Refinancing Indebtedness are no less favorable to the holders of the Notes in any material respect in the good faith judgment of the Company than the provisions relating to such encumbrance or restriction contained in the Indebtedness being refinanced;

        (h)   agreements governing Indebtedness of the Company or its Restricted Subsidiaries existing on the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the date of the Indenture, taken as a whole;

        (i)    any restriction imposed by Indebtedness incurred under the Credit Facilities; provided that such restriction or requirement is no more restrictive taken as a whole than that imposed by the Bank Credit Agreement as of the Issue Date;

        (j)    provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements, sale-leaseback agreements and other similar agreements not prohibited by the Indenture;

        (k)   any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business;

        (l)    any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the sale or other disposition; or

        (m)  agreements in existence with respect to a Restricted Subsidiary at the time it is so designated, so long as such agreements are not entered into in anticipation or contemplation of such designation.

Merger, Consolidation, or Sale of Assets.

        The Company may not, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any Person unless:

        (1)   either

        (a)   in the case of a consolidation or merger, the Company, or any successor thereto, is the surviving or continuing corporation, or

        (b)   the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Company and its Subsidiaries, taken as a whole (the "Successor"), (i) shall be a corporation or limited liability company organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest and duration fees on all of the Notes and the performance of every covenant of the Notes and the Indenture on the part of the Company to be performed or observed;

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        (2)   the Company's or the Successor's, if any, on the date of such transaction after giving pro forma effect thereto and any related transactions as if the same had occurred at the beginning of the applicable four-quarter period, Consolidated Coverage Ratio would not be less than 2.00:1.00; and

        (3)   immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing; and

        Notwithstanding clause (2) or (3) above:

        (a)   any Guarantor may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to the Company or to another Guarantor; and

        (b)   the Company or any Subsidiary may consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to any Person that has conducted no business and Incurred no Indebtedness or other liabilities if such transaction is solely for the purpose of effecting a change in the state of incorporation or form of organization of the Company or such Subsidiary.

        For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

        Upon any consolidation or merger or any transfer of all or substantially all the assets of the Company and its Subsidiaries in accordance with the foregoing, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor corporation had been named therein as the Company and (except in the case of a lease) the Company shall be released from the obligations under the Notes and the Indenture.

        No Guarantor may, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) unless:

        (1)   either

        (a)   in the case of a consolidation or merger, the Guarantor, or any successor thereto, is the surviving or continuing corporation, or

        (b)   the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in the Indenture; and

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        (2)   immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing.

        This section includes a phrase relating to the sale, assignment, transfer, lease, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries (or a Guarantor and its Subsidiaries) taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, if the Company or its Subsidiaries (or a Guarantor and its Subsidiaries) dispose of less than all their assets by any means described above, the application of the covenant described in this section may be uncertain.

Transactions with Affiliates.

        The Company will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless:

        (1)   with respect to any Affiliate Transaction involving aggregate consideration in excess of $2 million, such Affiliate Transaction is, considered in light of any series of related transactions of which it comprises a part, on terms no less favorable to the Company or such Restricted Subsidiary than those that might reasonably have been obtained at such time in a comparable transaction or series of related transactions on an arm's-length basis from a Person that is not such an Affiliate;

        (2)   with respect to any Affiliate Transaction involving aggregate consideration of $20 million or more to the Company or such Restricted Subsidiary, a majority of the disinterested members of the Board of the Company (and of any other affected Restricted Subsidiary, where applicable) shall, prior to the consummation of any portion of such Affiliate Transaction, have approved such Affiliate Transaction, as evidenced by a resolution of its Board; and

        (3)   with respect to any Affiliate Transaction involving value of $50 million or more to the Company or such Restricted Subsidiary, the Board of the Company or such Restricted Subsidiary shall have received prior to the consummation of any portion of such Affiliate Transaction, a written opinion from an independent investment banking, valuation, accounting or appraisal firm of recognized national standing that such Affiliate Transaction is on terms that are fair to the Company or such Restricted Subsidiary from a financial point of view.

        The foregoing restrictions will not apply to:

        (1)   reasonable fees, compensation and benefit arrangements (including any such compensation in the form of Equity Interests not derived from Disqualified Capital Stock, together with loans and advances, the proceeds of which are used to acquire such Equity Interests) paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or its Subsidiaries as determined in good faith by the Board or senior management;

        (2)   any transaction solely between or among the Company and any of its Restricted Subsidiaries or between two or more Restricted Subsidiaries to the extent any such transaction is otherwise in compliance with, or not prohibited by, the Indenture;

        (3)   any Restricted Payment permitted by the terms of the covenant described above under the heading "—Certain Covenants—Restricted Payments" or any Permitted Investment;

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        (4)   sales of Equity Interests of the Company (other than Disqualified Capital Stock) to any of the Company's Affiliates;

        (5)   the pledge of the Equity Interests of Unrestricted Subsidiaries or joint ventures to support the Indebtedness thereof;

        (6)   any transactions between the Company or any of its Restricted Subsidiaries and any Affiliate of the Company the Equity Interests of which Affiliate are owned solely by the Company or one or more of its Restricted Subsidiaries, on the one hand, and by persons who are not Affiliates of the Company or its Restricted Subsidiaries, on the other hand;

        (7)   payments of fees and expenses related to the Restructuring Transactions;

        (8)   payments and transactions contemplated by the Management Agreements, intellectual property licenses executed in connection therewith and payment of fees and expenses owing thereunder;

        (9)   payments and transactions contemplated by the Related Party Agreements; and

        (10) transactions pursuant to agreements existing on the Issue Date and any modification thereto or any transaction contemplated thereby in any replacement agreement therefor so long as such modification or replacement is not more disadvantageous to the Company or any of our Restricted Subsidiaries in any material respect than the respective agreement existing on the Issue Date.

Additional Subsidiary Guarantees.

        The Company shall cause (i) any Material Restricted Subsidiary that is not a Guarantor and (ii) any Subsidiary that is not a Guarantor that becomes a guarantor under the Bank Credit Agreement after the Issue Date, to:

        (1)   execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture; and

        (2)   deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary.

Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the Indenture.

No Layering.

        The Company will not, and will not permit any Guarantor to, incur or suffer to exist Indebtedness that is contractually subordinated in right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also contractually subordinated in right of payment to the Notes or such Guarantor's Guarantee, as the case may be.

Lines of Business.

        The Obligors will not engage in any lines of business other than the Core Businesses and any Related Business.

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Reports.

        Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will furnish to the holders of Notes, with a copy to the Trustee:

        (1)   all quarterly and annual financial information that would be required to be contained in a filing or filings by the Company with the SEC on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's independent registered public accounting firm, and

        (2)   all current reports that would be required to be filed by the Company with the SEC on Form 8-K if the Company were required to file such reports,

in each case within 30 days of the time periods such filings would be due as specified in the SEC's rules and regulations; provided that such delivery requirement shall be deemed to have been satisfied if the Company files such information with the SEC via EDGAR or any successor thereto.

        In addition, the Company will file such information with the SEC to the extent the SEC is accepting such filings. The Company has agreed that, for so long as any Notes remain outstanding during any period when it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the holders of the Notes and to the prospective investors, upon their reasonable request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Indenture permits the Company to deliver the consolidated reports or financial information of the Company to comply with the foregoing requirements.

        If any Subsidiary of the Company is an Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company.

Events of Default and Remedies

        Each of the following constitutes an Event of Default:

        (1)   default for 30 days in the payment when due of interest on the Notes or the Guarantees;

        (2)   default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise;

        (3)   failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or by holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class;

        (4)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of the Company (or the payment of which is guaranteed by

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the Company or any Restricted Subsidiary of the Company) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default:

        (a)   is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"), or

        (b)   results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 business days of receipt by the Company or any Restricted Subsidiary of the Company of such notice)

and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50 million or more;

        (5)   failure by the Company or any Restricted Subsidiary of the Company to pay final judgments aggregating in excess of $50 million, net of any applicable insurance, the carrier or underwriter with respect to which has acknowledged liability in writing, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealable; and

        (6)   certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries.

        If an Event of Default (other than an Event of Default with respect to certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries) occurs and is continuing, then and in every such case, the Trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest and premium, if any, on all the Notes and Guarantees then outstanding to be due and payable, by a notice in writing to the Company (and to the Trustee, if given by holders) specifying the Event of Default and that it is a "notice of acceleration" and, upon delivery of such notice, the principal amount, together with any accrued and unpaid interest and premium, if any, on all Notes and Guarantees then outstanding will become immediately due and payable. Upon the occurrence of specified Events of Default relating to bankruptcy, insolvency or reorganization with respect to the Company or any of its Significant Subsidiaries, the principal amount, together with any accrued and unpaid interest and premium and Additional Interest, if any, will immediately and automatically become due and payable, without the necessity of notice or any other action by any Person. Holders of the Notes may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the holders unless such holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

        The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the Notes rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes or the Guarantees.

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        The Company will be required to deliver to the Trustee annually statements regarding compliance with the Indenture.

No Personal Liability of Managers, Directors, Officers, Employees or Stockholders

        No past, present or future director, officer, employee, agent, manager, partner, member, incorporator or stockholder of the Company or any Guarantor (or of any stockholder of the Company), in such capacity, will have any liability for any obligations of any Obligor under the Notes, the Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The Company may, at its option and at any time after December 30, 2012, elect to have all of its obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their Guarantees ("Legal Defeasance") except for:

        (1)   the rights of holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due from the trust referred to below;

        (2)   the Company's obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith; and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and the Guarantors released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (1)   the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and duration fees on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to maturity or to a particular redemption date;

        (2)   in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that:

        (a)   the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or

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        (b)   since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from transactions occurring contemporaneously with the borrowing of funds, or the borrowing of funds, to be applied to such deposit);

        (5)   such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Company or any of its Restricted Subsidiaries is a party or by which the Company or any of its Restricted Subsidiaries is bound;

        (6)   the Company must deliver to the Trustee an officers' certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others; and

        (7)   the Company must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Transfer and Exchange

        A holder may transfer or exchange Notes in accordance with the Indenture. The Registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the Indenture. The Company is not required to transfer or exchange any Note selected for redemption. Also, the Company is not required to transfer or exchange any Note for a period of 15 days before a selection of Notes to be redeemed. The registered holder of a Note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

        Except as provided in the next three succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

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        Without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

        (1)   reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver,

        (2)   reduce the principal of or change the fixed maturity of any Note or change the optional redemption dates or optional redemption price of the Notes from those stated under "Optional Redemption",

        (3)   reduce the rate of or change the time for payment of interest on any Note,

        (4)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration),

        (5)   make any Note payable in money other than that stated in the Notes,

        (6)   make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of or premium, if any, or interest on the Notes,

        (7)   waive a redemption payment with respect to any Note (other than a payment required by one of the conditions described above under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Asset Sales"),

        (8)   contractually subordinate the Notes or the Guarantees to any other Indebtedness or

        (9)   make any change in the foregoing amendment and waiver provisions.

        Notwithstanding the foregoing, without notice to or the consent of any holder of Notes, the Obligors and the Trustee may amend or supplement the Indenture or the Notes to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees, to provide for the assumption of the Obligors' obligations to holders of Notes in the case of a merger, consolidation or disposition of all or substantially all assets, to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder, to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the TIA, to comply with requirements of applicable Gaming Laws or to provide for requirements imposed by applicable Gaming Authorities, to allow any Guarantor to execute a Guarantee with respect to the Notes, to evidence and provide for the acceptance of an appointment of a successor trustee, to provide for the issuance of additional Notes in accordance with the provisions set forth in the Indenture or to conform the Indenture or the Notes to this "Description of the Exchange Notes." The consent of the Noteholders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Governing Law

        The Indenture will provide that it, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

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Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all Notes issued thereunder, when:

        (1)   either:

        (a)   all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust), have been delivered to the Trustee for cancellation; or

        (b)   all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption (and all conditions to such redemption having been satisfied or waived) or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and accrued interest to the date of maturity or redemption;

        (2)   the Company or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and

        (3)   the Company has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

        In addition, the Company must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

        Upon compliance with the foregoing, the Trustee shall execute proper instrument(s) acknowledging the satisfaction and discharge of all of the Company's obligations under the Notes and the Indenture.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue in certain circumstances or resign. The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. In case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. However, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

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Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified Person, Indebtedness of another Person and any of such other Person's Subsidiaries existing at the time such other Person becomes a Subsidiary of such Person or at the time it merges or consolidates with such Person or any of such Person's Subsidiaries or is assumed by such Person or any Subsidiary of such Person in connection with the acquisition of assets from such other Person and in each case not Incurred by such Person or any Subsidiary of such Person or such other Person in connection with, or in anticipation or contemplation of, such other Person becoming a Subsidiary of such Person or such acquisition, merger or consolidation.

"Acquisition" means the acquisition of assets and the assumption of certain liabilities, in each case pursuant to, and in accordance with the terms of, the Acquisition Agreement.

"Acquisition Agreement" means that certain Asset Purchase Agreement, dated as of June 7, 2010, among Old OpCo, certain subsidiaries party thereto and FG Opco Acquisitions LLC.

"Affiliate" means, when used with reference to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, the referent Person. For the purposes of this definition, the term "control" when used with respect to any specified Person means the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "affiliated," "controlling" and "controlled" have meanings correlative of the foregoing. None of the sellers of the Notes in this offering nor any of their respective Affiliates (other than the Company and its Subsidiaries) shall be deemed to be an Affiliate of any Obligor or of any of their respective Affiliates.

        "Aliante Management Agreement" means that certain Management Agreement, dated as of November 1, 2011, between the Company and Aliante Gaming, LLC.

        "Aliante Letter Agreement" means that certain letter agreement, dated as of June 16, 2011, between the Company and FE Propco Management LLC.

        "Aliante Transition Services Agreement" means that certain Transition Services Agreement, dated as of June 16, 2011, between the Company and Aliante Gaming, LLC.

"Asset Acquisition" means:

        (1)   an Investment by any Obligor in any other Person pursuant to which such Person shall become an Obligor or a Restricted Subsidiary of an Obligor or shall be merged into or with any Obligor or Restricted Subsidiary of an Obligor, or

        (2)   the acquisition by any Obligor of assets of any Person comprising a division or line of business of such Person or all or substantially all of the assets of such Person.

"Asset Sale" means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases entered into in the ordinary course of business), assignment or other disposition (for purposes of this definition, each a "disposition") by any Obligor (including, without limitation, pursuant to any sale and leaseback transaction or any merger or consolidation of any Restricted Subsidiary of

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the Company with or into another Person (other than another Obligor) whereby such Restricted Subsidiary shall cease to be a Restricted Subsidiary of the Company) to any Person of:

        (1)   any property or assets of any Obligor (including Capital Stock of any Unrestricted Subsidiary) to the extent that any such disposition is not in the ordinary course of business of such Obligor, or

        (2)   any Capital Stock of any Restricted Subsidiary (other than directors' qualifying shares or shares required by law to be held by a Person other than the Company or a Restricted Subsidiary), other than, in both cases:

        (a)   any disposition to the Company,

        (b)   any disposition to any Obligor or Restricted Subsidiary,

        (c)   any disposition that constitutes a Restricted Payment or a Permitted Investment that is made in accordance with the covenant described above under the caption "—Certain Covenants—Restricted Payments,"

        (d)   any transaction or series of related transactions resulting in Net Cash Proceeds to such Obligor of less than $15 million,

        (e)   any transaction that is consummated in accordance with the covenant described above under the caption "—Certain Covenants—Merger, Consolidation or Sale of Assets,"

        (f)    the sale or discount, in each case without recourse (direct or indirect), of accounts receivable arising in the ordinary course of business of the Company or such Restricted Subsidiary, as the case may be, but only in connection with the compromise or collection thereof,

        (g)   any Permitted Lien or any other pledge, assignment by way of collateral security, grant of security interest, hypothecation or mortgage, permitted by the Indenture or any foreclosure, judicial or other sale, public or private, by the pledgee, assignee, mortgagee or other secured party of the subject assets,

        (h)   a disposition of assets constituting a Permitted Investment or a Restricted Payment that is permitted by the covenant described above under the caption "Certain Covenants—Restricted Payments,"

        (i)    transfers of damaged, worn-out or obsolete equipment or assets that, in the Company's reasonable judgment, are no longer used or useful in the business of the Company or its Restricted Subsidiaries (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Board, no longer economically practicable to maintain or useful in the conduct of the business of the Company and its Restricted Subsidiaries),

        (j)    sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets of the Company or any Restricted Subsidiary to the extent not materially interfering with the business of the Company and the Restricted Subsidiaries,

        (k)   any exchange of like property pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, for use in a Related Business,

        (m)  sale or other disposition of cash or Cash Equivalents, or

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        (n)   any surrender or waiver of contractual rights or the settlement, release, recovery on or surrender of contract, tort or other claims of any kind that occur in the ordinary course of the Company's or any Restricted Subsidiary's business.

"Bank Credit Agreement" means the credit facility provided to the Company pursuant to the Credit Agreement, dated as of June 16, 2011, by and among the Company, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, and Deutsche Bank Securities Inc. and J.P.Morgan Securities LLC, as Joint Lead Arrangers and Joint Bookrunners, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including by means of sales of debt securities to institutional investors or other purchasers), modified, substituted or otherwise restructured (including, but not limited to, the inclusion of additional borrowers thereunder), in whole or in part from time to time whether or not with the same agent, trustee, representative lenders or holders and irrespective of any changes in the terms and conditions thereof. Without limiting the generality of the foregoing, the term "Bank Credit Agreement" shall include agreements in respect of Interest Swap Obligations and other Hedging Obligations with lenders party to the Bank Credit Agreement or their Affiliates.

"Bankruptcy Law" means the United States Bankruptcy Code and any other bankruptcy, insolvency, receivership, reorganization, moratorium or similar law providing relief to debtors, in each case, as from time to time amended and applicable to the relevant case.

"Board" means (1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; (2) with respect to a partnership, the board of directors (or any committee thereof duly authorized to act on behalf of such board) or other similar governing body of the controlling general partner of the partnership; (3) with respect to a limited liability company, the Person or Persons who are the managing member, members or managers or any controlling committee or managing member, members or managers thereof; and (4) with respect to any other Person, the board or committee or other body of such Person serving a similar function.

"Capital Stock" means:

        (1)   with respect to any Person that is a corporation, any and all shares, rights, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such Person, and

        (2)   with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person.

"Capitalized Lease Obligation" means, as to any Person, the discounted rental stream payable by such Person that is required to be classified and accounted for as a capital lease obligation under GAAP and, for purposes of this definition, the amount of such obligation at any date shall be the capitalized amount of such obligation at such date, determined in accordance with GAAP. The final maturity of any such obligation shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without penalty.

"Cash Equivalents" means:

        (1)   Government Securities;

        (2)   marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within 12 months from the date of acquisition thereof by the Company or any Restricted Subsidiary and,

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at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody's;

        (3)   time deposits with, or insured certificates of deposit or bankers' acceptances of, any commercial bank that (i) is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, and (ii) has combined capital and surplus of at least $500,000,000, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

        (4)   investments in commercial paper maturing within 12 months from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody's;

        (5)   fully collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (2) and (3) above and entered into with a commercial bank described in clause (3) above; and

        (6)   Investments in money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P or Aaa by Moody's and (iii) have portfolio assets of at least $5,000,000,000.

"Casino" means any gaming establishment and other property or assets directly ancillary thereto or used in connection therewith, including any building, restaurant, hotel, theater, parking facilities, retail shops, land, golf courses and other recreation and entertainment facilities, marina, vessel, barge, ship and equipment.

"Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one transaction or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Restricted Subsidiaries taken as a whole, to any "person" (as such term is used in Section 13(d)(3) of the Exchange Act) other than to a Permitted Holder;

        (2)   the adoption, or, if applicable, the approval of any requisite percentage of the Company's stockholders of a plan relating to the liquidation or dissolution of the Company; or

        (3)   the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above) other than a Permitted Holder becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that a person shall be deemed to have "beneficial ownership" of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition), directly or indirectly, of more than 50% of the Voting Stock of the Company (measured by voting power rather than number of shares), other than in connection with any transaction or transactions in which the Company shall become the wholly owned Subsidiary of a parent company and, thereafter, the foregoing shall instead apply to such parent company.

"Consolidated Coverage Ratio" means, with respect to any Person on any Determination Date, the ratio of:

        (1)   Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such date for which internal financial reports are available, ended not more than 135 days prior to such date, to

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        (2)   Consolidated Interest Expense during such period (other than non-cash Consolidated Interest Expense attributable to the Notes and loans under the Bank Credit Agreement);

provided that the Consolidated Coverage Ratio shall be calculated giving pro forma effect, as of the beginning of the applicable period, to any Asset Acquisition, Incurrence, repayment or redemption of Indebtedness (including the Notes), issuance or redemption of Disqualified Capital Stock, Asset Sale, designation of an Unrestricted Subsidiary as a Restricted Subsidiary or designation of a Restricted Subsidiary as an Unrestricted Subsidiary, at any time during or subsequent to such period, but on or prior to the applicable Determination Date.

        In making such computation, Consolidated Interest Expense:

        (1)   attributable to any Indebtedness bearing a floating interest rate shall be computed on a pro forma basis as if the rate in effect on the date of computation had been the applicable rate for the entire period (except that such interest on Indebtedness, to the extent covered by agreements relating to Interest Swap Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of such agreements); or

        (2)   attributable to interest on any Indebtedness under a revolving Credit Facility shall be computed on a pro forma basis based upon the average daily balance of such Indebtedness outstanding during the applicable period.

        It is understood that the Company may rely on internal or publicly reported financial reports even though there may be subsequent adjustments (including review and audit adjustments) to such financial statements. For avoidance of doubt, any action taken or not taken in compliance with a covenant in the Indenture which is based upon or made in reliance on a computation of the Consolidated Coverage Ratio by the Company based on such internal or publicly reported financial statements shall be deemed to continue to comply with the applicable covenant, notwithstanding any subsequent adjustments that may result in changes to such internal or publicly reported financial statements.

        For purposes of calculating Consolidated EBITDA and Consolidated Interest Expense of the Company for the most recently completed period of four full fiscal quarters ending on the last day of the last quarter for which internal financial statements are available (such period of four fiscal quarters, the "Measurement Period"), not more than 135 days prior to the transaction or event giving rise to the need to calculate the Consolidated EBITDA and Consolidated Interest Expense,

        (1)   any Person that is a Restricted Subsidiary on such Determination Date (or would become a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) shall be deemed to have been a Restricted Subsidiary at all times during such Measurement Period,

        (2)   any Person that is not a Restricted Subsidiary on such Determination Date (or would cease to be a Restricted Subsidiary on such Determination Date in connection with the transaction that requires the determination of the Consolidated Coverage Ratio) will be deemed not to have been a Restricted Subsidiary at any time during such Measurement Period,

        (3)   if the Company or any Restricted Subsidiary shall have in any manner

        (a)   acquired (including through an Asset Acquisition or the commencement of activities constituting such operating business) any operating business or commenced operation of any Project during such Measurement Period or after the end of such Measurement Period and on or prior to the Determination Date, or

        (b)   disposed of (including by way of an Asset Sale or the termination or discontinuance of activities constituting such operating business) any operating business during such Measurement Period or after the end of such Measurement Period and on or prior to the

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Determination Date, such calculation shall be made on a pro forma basis in accordance with GAAP as if, in the case of an Asset Acquisition or the commencement of activities constituting such operating business or operation of such Project, all such transactions had been consummated or effected on the first day of such Measurement Period and, in the case of an Asset Sale or termination or discontinuance of activities constituting such operating business, all such transactions had been consummated prior to the first day of such Measurement Period; provided, however, that (i) such pro forma adjustment shall not give effect to the Consolidated EBITDA of any acquired Person to the extent that such Person's net income would be excluded pursuant to clause (6) of the definition of Consolidated Net Income and (ii) such pro forma adjustment shall give effect to any pro forma expense and cost reductions that have occurred or are reasonably expected to occur within the 12-month period following the consummation of the transaction, in the reasonable judgment of the chief financial officer or chief accounting officer of the Company (to the extent such expense or cost savings could then be reflected in pro forma financial statements in accordance with Regulation S-X promulgated under the Securities Act or any other regulation or policy of the SEC related thereto), provided that such adjustments are set forth in an officer's certificate signed by the chief financial officer or chief accounting officer of the Company which states (A) the amount of such adjustment or adjustments, (B) that such adjustment or adjustments are based on the reasonable good faith belief of the Company at the time of such execution and (C) that any related incurrence of Indebtedness is permitted pursuant to the Indenture; and

        (4)   any Indebtedness Incurred and proceeds thereof received and applied as a result of the transaction giving rise to the need to calculate the Consolidated Coverage Ratio will be deemed to have been so Incurred, received and applied on the first day of such Measurement Period.

        Notwithstanding anything to the contrary contained herein, for purposes of determining the Consolidated Coverage Ratio for any period ending prior to the quarterly period ending June 30, 2012, the Consolidated Coverage Ratio shall be calculated based on an annualized amount of Consolidated EBITDA determined (a) if based on the financial quarter ended September 30, 2011, by multiplying Consolidated EBITDA for such period by 4; (b) if based on the two financial quarters ended December 30, 2011, by multiplying Consolidated EBITDA for such period by 2; and (c) if based on the three financial quarters ended March 30, 2012, by multiplying Consolidated EBITDA for such period by 1¹/3.

"Consolidated EBITDA" means, with respect to any Person for any period, the sum (without duplication) of:

        (1)   the Consolidated Net Income of such Person for such period, plus

        (2)   to the extent that any of the following shall have been taken into account in determining such Consolidated Net Income, and without duplication:

        (a)   all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period (other than income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions of assets outside the ordinary course of business),

        (b)   the Consolidated Interest Expense of such Person for such period,

        (c)   depreciation and amortization expense (including the amortization of deferred financing charges) and any amortization or write-off of goodwill or other intangible assets and depreciation expense for such Person and its Restricted Subsidiaries for such period,

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        (d)   all other non-cash items (other than non-cash interest) of such Person or any of its Restricted Subsidiaries reducing such Consolidated Net Income for such period, other than any non-cash item for such period that requires the accrual of or a reserve for cash charges for any future period,

        (e)   any net after-tax losses from all sales or dispositions of assets outside of the ordinary course of business,

        (f)    any net after-tax extraordinary or non-recurring losses and losses on early extinguishment of debt,

        (g)   any losses attributable to Interest Swap Obligations and Hedging Obligations permitted to be Incurred by clause (7) of Permitted Indebtedness,

        (h)   payments made in cash to the Company or any Restricted Subsidiary by any Unrestricted Subsidiary to reimburse expenses pursuant to the Management Agreements or the Cost Allocation Agreements,

        (i)    non-cash charges relating to compensation expense in connection with benefits provided under employee stock option plans, restricted stock plans and other equity compensation arrangements,

        (j)    Transaction Costs for such period,

        (k)   all non-cash losses from investments recorded using the equity method, less

        (3)   (a) all non-cash items of such Person or any of its Restricted Subsidiaries increasing such Consolidated Net Income for such period, other than the accrual of revenue in the ordinary course of business, (b) all cash payments during such period relating to non-cash items that were added back in determining Consolidated EBITDA in any prior period and (c) distributions made by the Company to the Holding Companies during such period pursuant to clause (13) under "Certain Covenants—Restricted Payments," plus

        (4)   pre-opening expenses,

        (5)   the New Property EBITDA for such period of any New Property, to the extent not subsequently sold, transferred or otherwise disposed of by the Company or the Restricted Subsidiary that owns such New Property, plus

        (6)   cash restructuring charges or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities) incurred after the Effective Date and unusual or non-recurring charges (other than pre-opening expenses), including severance, relocation and costs and curtailments or modifications to pension and post-retirement employee benefit plans; provided that the aggregate amount added-back pursuant to this clause (6) with respect to any period shall not exceed 2.5% of Consolidated EBITDA for such period, plus

        (7)   Company Tax Payments paid or accrued for such period.

"Consolidated Interest Expense" means, with respect to any Person for any period, the sum of:

        (1)   the consolidated interest expense of such Person and its Restricted Subsidiaries paid or accrued during such period (including the interest component of any deferred payment obligations, the interest component of all payments associated with Capitalized Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations or Interest Swap Obligations); provided, however, that Consolidated Interest Expense shall not include either (x) amortization or write-offs of deferred financing costs related to the original issuance of

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the Notes or any financing consummated prior thereto or (y) write-offs relating to termination of interest rate swap arrangements related to the original issuance of the Notes, and

        (2)   the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period, and

        (3)   any interest accruing on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries, and

        (4)   the product of:

        (a)   all dividend payments on any series of preferred stock of such Person or any of its Restricted Subsidiaries (other than dividends paid in Qualified Capital Stock); provided that with respect to any series of preferred stock that did not pay cash dividends during such period but that is required to pay cash dividends during any period prior to the maturity date of the Notes, cash dividends shall be deemed to have been paid with respect to such series of preferred stock during the period of accrual for purposes of this clause (4); times

        (b)   a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory income tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

"Consolidated Leverage Ratio" means, with respect to any Person on any Determination Date, the ratio of (a) the aggregate amount of consolidated Indebtedness (or, in the case of Indebtedness issued at less than its principal amount at maturity, the accreted value thereof) of such Person and its Restricted Subsidiaries as of such Determination Date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended prior to such date for which internal financial reports are available, ended not more than 135 days prior to such date (the "Reference Period"), provided that:

        (1)   if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio is an Incurrence of Indebtedness, the amount of such Indebtedness shall be calculated after giving effect on a pro forma basis to such Indebtedness;

        (2)   if the Company or any Restricted Subsidiary has repaid, repurchased, defeased or otherwise discharged any Indebtedness that was outstanding as of the end of the Reference Period, or if any Indebtedness is to be repaid, repurchased, defeased or otherwise discharged on the date of the transaction giving rise to the need to calculate the Consolidated Leverage Ratio (other than, in each case, Indebtedness Incurred under any revolving credit agreement), the aggregate amount of Indebtedness shall be calculated on a pro forma basis, after giving effect to such repayment, repurchase, defeasement or discharge;

        (3)   if since the beginning of the Reference Period the Company or any Restricted Subsidiary shall have made any Asset Sale, the Consolidated EBITDA for the Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets that are the subject of such Asset Sale for the Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for the Reference Period;

        (4)   if since the beginning of the Reference Period the Company or any Restricted Subsidiary (by merger or otherwise) shall have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary) or other acquisition of assets which constitutes all or substantially all of an operating unit of a business, Consolidated EBITDA for the Reference Period shall be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of the Reference Period; and

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        (5)   if since the beginning of the Reference Period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such Reference Period) shall have made any Asset Sale, any Investment or acquisition of assets that would have required an adjustment pursuant to clause (3) or (4) above if made by the Company or a Restricted Subsidiary during the Reference Period, Consolidated EBITDA for the Reference Period shall be calculated after giving pro forma effect thereto as if such Asset Sale, Investment or acquisition had occurred on the first day of the Reference Period.

        For purposes of this definition, whenever pro forma effect is to be given to an acquisition or disposition of assets, such pro forma calculation shall be made in good faith by a responsible financial or accounting officer of the Company. Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Company, as set forth in an Officer's Certificate, to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any acquisition or disposition or operational change to the extent such adjustments, without duplication, continue to be applicable to the relevant four-quarter period; provided that (x) such operating expense reductions and other operating improvements or synergies are reasonably identifiable and factually supportable and (y) such actions are reasonably expected to be taken no later than 12 months after the relevant transaction.

        For purposes of this definition, in calculating Consolidated EBITDA and the aggregate amount of Indebtedness of the Company and its Restricted Subsidiaries, Consolidated EBITDA and Indebtedness attributable to discontinued operations will be excluded.

        If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Determination Date had been the applicable rate for the entire period (taking into account any interest rate swap agreement, interest rate cap agreement or other financial agreement or arrangement with respect to exposure to interest rates applicable to such Indebtedness if such interest rate agreement has a remaining term in excess of twelve months).

        If any Indebtedness is Incurred under a revolving credit facility and is being given pro forma effect, the interest on such Indebtedness shall be calculated based on the average daily balance of such Indebtedness for the four quarters subject to the pro forma calculation to the extent such Indebtedness was Incurred for working capital purposes.

        Notwithstanding anything to the contrary contained herein, for purposes of determining the Consolidated Leverage Ratio for any period ending prior to the quarterly period ending June 30, 2012, the Consolidated Leverage Ratio shall be calculated based on an annualized amount of Consolidated EBITDA determined (a) if based on the financial quarter ended September 30, 2011, by multiplying Consolidated EBITDA for such period by 4; (b) if based on the two financial quarters ended December 30, 2011, by multiplying Consolidated EBITDA for such period by 2; and (c) if based on the three financial quarters ended March 30, 2012, by multiplying Consolidated EBITDA for such period by 1¹/3.

"Consolidated Net Income" means, with respect to any Person for any period, the aggregate net income (or loss) of such Person and its Restricted Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided, however, that there shall be excluded therefrom:

        (1)   net after-tax gains and losses from all sales or dispositions of assets outside of the ordinary course of business,

        (2)   net after-tax extraordinary or non-recurring gains or losses and losses on early extinguishment of debt,

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        (3)   the effect of marking to market Interest Swap Obligations and Hedging Obligations permitted to be Incurred by clause (7) of Permitted Indebtedness,

        (4)   the cumulative effect of a change in accounting principles,

        (5)   any net income of any other Person if such other Person is not a Subsidiary and is accounted for by the equity method of accounting, except that such Person's equity in the net income of any such other Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash and the fair market value of property actually distributed by such other Person during such period to such Person or a Restricted Subsidiary as a dividend or other distribution (subject, in case of a dividend or other distribution to a Restricted Subsidiary, to the limitation that such amount so paid to a Restricted Subsidiary shall be excluded to the extent that such amount could not at that time be paid to the Company due to the restrictions set forth in clause (6) below),

        (6)   any net income of any Restricted Subsidiary that is not a Guarantor if such Restricted Subsidiary is subject to restrictions, directly or indirectly, by contract, operation of law, pursuant to its charter or otherwise on the payment of dividends or the making of distributions by such Restricted Subsidiary to such Person except that:

        (a)   such Person's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash that could have been paid or distributed during such period to such Person as a dividend or other distribution (provided that such ability is not due to a waiver of such restriction), and

        (b)   such Person's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income regardless of any such restriction,

        (7)   any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time following the Issue Date,

        (8)   income or loss attributable to discontinued operations (including, without limitation, operations disposed of during such period whether or not such operations were classified as discontinued),

        (9)   in the case of a successor to such Person by consolidation or merger or as a transferee of such Person's assets, any net income or loss of the successor corporation prior to such consolidation, merger or transfer of assets,

        (10) non-cash charges relating to compensation expense in connection with benefits provided under employee stock option plans, restricted stock plans and other equity compensation arrangements,

        (11) the net income (but not loss) of any Unrestricted Subsidiary, except that the Company's or any Restricted Subsidiary's equity in the net income of any Unrestricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Unrestricted Subsidiary during such period to the Company or a Restricted Subsidiary as a dividend or other distribution,

        (12) payments made in cash to the Company or any Restricted Subsidiary by any Unrestricted Subsidiary pursuant to the Management Agreements or the Cost Allocation Agreements, and

        (13) payments made by the Company or Restricted Subsidiary to an Unrestricted Subsidiary pursuant to the Subsidiary Tax Sharing Agreement;

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provided further that Consolidated Net Income shall be reduced by all Corporate Expense Payments and Company Tax Payments paid or accrued for such period.

"Consolidated Net Tangible Assets" means, as of any Determination Date, the total amount of assets that would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of the most recently completed fiscal quarter for which financial statements are available, less the sum of (i) the goodwill, net, and other intangible assets and (ii) all current liabilities (other than any current portion of long-term Indebtedness), in each case as they would appear on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of the most recently completed fiscal quarter for which financial statements are available, determined on a consolidated basis in accordance with GAAP.

"Core Businesses" means (a) the gaming, card club, racing, sports, entertainment, amusement, lodging, restaurant, retail operations, service station operations, riverboat operations, real estate development and all other businesses and activities necessary for or reasonably related or incident thereto, including, without limitation, related acquisition, construction, development or operation of related truck stop, transportation, retail and other facilities designed to enhance any of the foregoing and (b) any of the types of pre-existing businesses being operated on land acquired (whether by purchase, lease or otherwise) by an Obligor, or similar types of businesses conducted by such Obligor after such acquisition of land, and all other businesses and activities necessary for or reasonably related or incident thereto, provided that such land was acquired by such Obligor for the purpose, determined in good faith by the Company, of ultimately conducting a business or activity described in clause (a) above at some time in the future.

"Cost Allocation Agreements" means the Opco Cost Allocation Agreement, the Landco Cost Allocation Agreement and the GVR Cost Allocation Agreement.

"Credit Facilities" means, with respect to any Obligor, one or more debt facilities (including, without limitation, the Bank Credit Agreement), indentures or commercial paper facilities with any combination of banks, other institutional lenders or other institutional lenders or accredited or institutional investors, providing for revolving credit loans, term loans, terms debt, debt securities, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced (whether upon or after termination or otherwise), refinanced (including by means of sales of debt securities to institutional investors), modified, substituted or otherwise restructured (including, but not limited to, the inclusion of additional borrowers thereunder), in whole or in part from time to time by the same or different institutional investors or other purchasers. Without limiting the generality of the foregoing, the term "Credit Facilities" shall include agreements in respect of Interest Swap Obligations and other Hedging Obligations with lenders party to the Credit Facilities or their affiliates.

"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Determination Date" means, with respect to any calculation, the date on or as of which such calculation is made in accordance with the terms hereof.

"Disclosure Statement" means that certain "Disclosure Statement" in respect of Old OpCo and certain of its affiliates and the Plan of Reorganization described therein in the form approved by the Bankruptcy Court on July 29, 2010 (including all exhibits attached thereto).

"Disqualified Capital Stock" means any Capital Stock which by its terms (or by the terms of any security into which it is, by its terms, convertible or for which it is, by its terms, exchangeable at the option of the holder thereof), or upon the happening of any specified event (other than a Change of Control), is required to be redeemed or is redeemable (at the option of the holder thereof) at any time

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prior to the earlier of the repayment of all Notes or the stated maturity of the Notes or is exchangeable at the sole option of the holder (except upon a Change of Control) thereof for Indebtedness at any time prior to the earlier of the repayment of all Notes or the stated maturity of the Notes.

"Domestic Restricted Subsidiary" means any Restricted Subsidiary that is a Person organized under the laws of the United States or any state thereof or the District of Columbia.

        "Effective Date" means the Effective Date of the Plan of Reorganization.

"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

"Equity Offering" means any public or private sale of Qualified Capital Stock.

"Event of Default" means the occurrence of any of the events described under the caption "—Events of Default and Remedies," after giving effect to any applicable grace periods or notice requirements.

"Fertitta Entertainment" means Fertitta Entertainment LLC, a Delaware limited liability company, and its successors.

"Fertitta Family Entity" means any trust or entity one hundred percent (100%) owned and controlled by or established for the sole benefit of, or the estate of, any of Frank J. Fertitta III or Lorenzo J. Fertitta or their spouses or lineal descendants (including, without limitation, adopted children and their lineal descendants).

"Fertitta Holder" means (a) Frank J. Fertitta III or Lorenzo J. Fertitta or any of their spouses or lineal descendants (including, without limitation, adopted children and their lineal descendants) or (b) a Fertitta Family Entity.

"FF&E Financing" means Indebtedness, the proceeds of which will be used to finance the acquisition or lease by the Company or its Restricted Subsidiaries of furniture, fixtures or equipment ("FF&E") used in the operation of their respective businesses.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect from time to time; provided that, except as otherwise specifically provided, all calculations made for purposes of determining compliance with the terms of the Indenture shall utilize GAAP as in effect as of the Issue Date.

"Gaming Approval" means any governmental approval, license, permit, registration, qualification or finding of suitability relating to any gaming business, operation or enterprise.

"Gaming Authority" means any applicable governmental, regulatory or administrative state or local agency, authority, board, bureau, commission, department or instrumentality of any nature whatsoever involved in the supervision or regulation of casinos, gaming and gaming activities, including, without limitation, in the State of Nevada, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and any of their respective successors or replacements.

"Gaming Law" means all Laws pursuant to which a Gaming Authority possesses licensing, permit or regulatory authority over casinos, gaming and gaming activities conducted within its jurisdiction, or the ownership of an entity engaged therein.

"Global Note" means a permanent global note in registered form deposited with the Trustee, as a custodian for The Depository Trust Company or any other designated depository.

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"Government Securities" means marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within 12 months from the date of acquisition thereof by any Obligor or any Restricted Subsidiary.

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including, without limitation, all Gaming Authorities.

"Guarantee" means a guarantee by a Guarantor of the Obligations of the Company arising under or in connection with the Notes.

"Guarantor" means each Material Restricted Subsidiary of the Company in existence on the Issue Date, any future Material Restricted Subsidiary of the Company and any future Subsidiary that is a guarantor under the Bank Credit Agreement, in each case which has guaranteed the obligations of the Company arising under or in connection with the Notes as required by the Indenture; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

"GVR" means Station GVR Acquisition, LLC, a Nevada limited liability company.

"GVR Cost Allocation Agreement" means that certain Cost Allocation Agreement, dated June 17, 2011, among the Company, GVR Holdco 1 LLC, and the Subsidiaries of GVR Holdco 1 LLC party thereto from time to time.

        "GVR Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, as amended by the First Amendment to Management Agreement, dated as of November 8, 201, between the Station GVR Acquisition, LLC and FE GVR Management LLC.

"GVR Option" means the option of the Greenspun Entities (as defined in the Settlement Agreement referred to below) to purchase direct or indirect Equity Interests in Station GVR Acquisition, LLC, as set forth in the Settlement Agreement dated as of May 25, 2010, among Fertitta Gaming LLC, and G.C. Gaming, LLC, GCR Gaming, LLC and G.C. Aliante, LLC.

"GVR Tax Sharing Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, between the Company and GVR Holdco 2 LLC.

        "GVR Transition Services Agreement" means that certain Transition Services Agreement, dated as of June 16, 2011 among the Company, GVR and FE GVR Entertainment LLC.

"Hedging Obligations" means all obligations of the Obligors or any Domestic Restricted Subsidiary that is not an Obligor arising under or in connection with any rate or basis swap, forward contract, commodity swap or option, equity or equity index swap or option, bond, note or bill option, interest rate option, foreign currency exchange transaction, cross currency rate swap, currency option, cap, collar or floor transaction, swap option, synthetic trust product, synthetic lease or any similar transaction or agreement.

"Holdco" means Station Holdco LLC, a Delaware limited liability company.

"Holding Company" means each of Holdco, Voteco, and each other Person that owns a direct or indirect interest in any such Holding Company.

"Holding Company Tax Distribution Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, between the Company and Holdco.

"Incur" means, with respect to any Indebtedness of any Person or any Lien, to create, issue, incur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of

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such Indebtedness or Lien or the recording, as required pursuant to GAAP or otherwise, of any such Indebtedness on the balance sheet of such Person (and "Incurrence," "Incurred," "Incurrable" and "Incurring" shall have meanings correlative to the foregoing).

"Indebtedness" means with respect to any Person, without duplication, whether contingent or otherwise,

        (1)   any obligations for money borrowed,

        (2)   any obligation evidenced by bonds, debentures, notes or other similar instruments,

        (3)   Letter of Credit Obligations and obligations in respect of other similar instruments,

        (4)   any obligations to pay the deferred purchase price of property or services, including Capitalized Lease Obligations,

        (5)   the maximum fixed redemption or repurchase price of Disqualified Capital Stock,

        (6)   Indebtedness of other Persons of the types described in clauses (1) through (5) above, secured by a Lien on the assets of such Person or its Restricted Subsidiaries, valued, in such cases where the recourse thereof is limited to such assets, at the lesser of the principal amount of such Indebtedness or the fair market value of the subject assets,

        (7)   Indebtedness of other Persons of the types described in clauses (1) through (5) above, guaranteed by such Person or any of its Restricted Subsidiaries, and

        (8)   the net obligations of such Person under Hedging Obligations and Interest Swap Obligations,

provided that the amount of any Indebtedness at any date shall be calculated as the outstanding balance of all unconditional obligations and the maximum liability supported by any contingent obligations at such date.

        Notwithstanding the foregoing, "Indebtedness" shall not be construed to include trade payables, deferred payments in respect of services by employees, credit on open account, accrued liabilities, provisional credit, daylight overdrafts or similar items. For purposes of this definition, the "maximum fixed redemption or repurchase price" of any Disqualified Capital Stock that does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Capital Stock as if such Disqualified Capital Stock were repurchased on the date on which Indebtedness shall be required to be determined pursuant to the Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Capital Stock, such fair market value shall be determined in good faith by the Board of the issuing Person. Unless otherwise specified in the Indenture, the amount outstanding at any time of any Indebtedness issued with original issue discount is the full amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP.

"Interest Swap Obligations" means the net obligations of any Person under any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest rate cap, collar or floor transaction or other interest rate Hedging Obligation.

"Investment" by any Person means, without duplication, any direct or indirect:

        (1)   loan, advance or other extension of credit or capital contribution (valued at the fair market value thereof as of the date of contribution or transfer) (by means of transfers of cash or other property or services for the account or use of other Persons, or otherwise, other than a Permitted Lien under clause (15) of the definition of Permitted Liens);

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        (2)   purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by any other Person (whether by merger, consolidation, amalgamation or otherwise and whether or not purchased directly from the issuer of such securities or evidences of Indebtedness); and

        (3)   guarantee or assumption of any Indebtedness or any other obligation of any other Person (except for any assumption of Indebtedness for which the assuming Person receives consideration at the time of such assumption in the form of property or assets with a fair market value at least equal to the principal amount of the Indebtedness assumed); and

        (4)   all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP.

        Notwithstanding the foregoing, the purchase or acquisition of any securities, Indebtedness or Productive Assets of any other Person solely with Qualified Capital Stock shall not be deemed to be an Investment. The term "Investments" shall also exclude extensions of trade credit and advances to customers and suppliers to the extent made in the ordinary course of business on ordinary business terms. The amount of any non-cash Investment shall be the fair market value of such Investment, as determined in good faith by management of the Company or the affected Restricted Subsidiary, as applicable, unless the fair market value of such Investment exceeds $20 million, in which case the fair market value shall be determined in good faith by the Board of such Person, as of the time such Investment is made or such other time as specified in the Indenture. Unless otherwise required by the Indenture, the amount of any Investment shall not be adjusted for increases or decreases in value, or write-ups, writedowns or write-offs subsequent to the date such Investment is made with respect to such Investment.

"IP Holdco" means NP IP Holdings LLC, a Nevada limited liability company.

        "IP Holdco to Propco License Agreement" means that certain IP Holdco to Propco License Agreement, dated as of June 16, 2011, among the Company and IP Holdco.

"IP Holdco Transition Date" means the date on which IP Holdco shall become a wholly owned Subsidiary of the Company pursuant to, and in accordance with the terms of, the Amended and Restated Operating Agreement of IP Holdco.

"Issue Date" means January 3, 2012.

"LandCo" means CV PropCo, LLC, a Nevada limited liability company.

"LandCo Cost Allocation Agreement" means that certain Cost Allocation Agreement, dated as of June 16, 2011, among the Company, Landco Holdings and the Subsidiaries of Landco Holdings party thereto from time to time.

"LandCo Holdings" means NP Landco Holdco, LLC, a Nevada limited liability company.

        "LandCo Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, between the Company and FE Landco Management LLC.

"LandCo Support Agreement" means that certain Limited Support Agreement and Recourse Guaranty, dated as of June 16, 2011, executed by the Company.

"LandCo Tax Sharing Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, among the Company, Landco Holdings, Landco and NP Tropicana LLC.

"Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed

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duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law (including, without limitation, any Gaming Law).

"Letter of Credit Obligations" means Obligations of an Obligor arising under or in connection with letters of credit.

"Lien" means, with respect to any assets, any mortgage, lien, pledge, charge, security interest or other similar encumbrance (including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof).

"Management Agreements" means the Propco Management Agreement, the OpCo Management Agreement, the LandCo Management Agreement, the GVR Management Agreement and the Aliante Management Agreement and the Manager Allocation Agreement , each as the same may be amended, modified or replaced from time so long as such amendment, modification or replacement is not more disadvantageous to the Company or any of its Restricted Subsidiaries in any material respect than the agreement in place at the time of such amendment, modification or replacement.

"Manager Allocation Agreement" means that certain Manager Allocation Agreement, dated as of June 16, 2011, among the Company, Fertitta Entertainment LLC and the Subsidiaries of Fertitta Entertainment LLC party thereto.

"Material Restricted Subsidiary" means any Subsidiary which is both a Material Subsidiary and a Restricted Subsidiary.

"Material Subsidiary" means any Subsidiary of the Company organized under the laws of the United States or any state thereof or the District of Columbia, other than a Non-Material Subsidiary.

"Moody's" means Moody's Investors Services, Inc., and any successor to its rating agency business.

"Native American Subsidiary" means each Subsidiary of the Company which is hereafter designated as such from time to time by written notice to the Trustee; provided that no such Subsidiary shall be so designated (a) unless at all times such Subsidiary is engaging exclusively in the business of managing, constructing, developing, servicing, and otherwise supporting gaming, lodging and other related businesses under the auspices of a Native American tribe, band or other forms of government and (b) unless at all times it does not own any interest in any principal property of the Company or any Equity Interests in any Person that is not itself a Native American Subsidiary.

"Net Cash Proceeds" means with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents received by any Obligor from such Asset Sale, net of:

        (1)   reasonable out-of-pocket expenses, fees and other direct costs relating to such Asset Sale (including, without limitation, brokerage, legal, accounting and investment banking fees and sales commissions),

        (2)   taxes, or tax distributions, paid or payable after taking into account any reduction in tax liability due to available tax credits or deductions and any tax sharing arrangements,

        (3)   repayment of Indebtedness (other than any intercompany Indebtedness) that is required by the terms thereof to be repaid or pledged as cash collateral, or the holders of which otherwise have a contractual claim that is legally superior to any claim of the holders (including a restriction on transfer) to the proceeds of the subject assets, in connection with such Asset Sale, and

        (4)   appropriate amounts to be provided by any applicable Obligor, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by any applicable Obligor including, without limitation, pension and other post-employment benefit

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liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale and any reserve for adjustment to the sale price received in such Asset Sale for so long as such reserve is held.

        "New Property" means, with respect to any period, any new hotel and/or casino and related amenities (as opposed to any expansion to existing properties) opened for business to the public by the Company or its Restricted Subsidiaries during such period.

        "New Property EBITDA" means, with respect to any New Property for any period, the amount for such period of Consolidated EBITDA of such New Property (determined as if references to the Company and the Restricted Subsidiaries in the definition of "Consolidated EBITDA" (and in the component financial definitions used therein) were references to the Person that owns such New Property and its applicable Subsidiaries), all as determined on a consolidated basis for such New Property; provided that, for any period, if the New Property was not opened on the first day of such period, then the New Property EBITDA for such period shall be equal to (i) the actual Consolidated EBITDA for such New Property during such period as determined above, divided by (ii) the number of days during such period from and after the opening of such New Property, times (iii) the total number of days in such period.

"Non-Competition Agreement" means that certain Non-Competition Agreement, dated as of June 16, 2011, among the Company, Fertitta Entertainment LLC, FI Station Investor LLC, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta, III, Lorenzo J. Fertitta, German American Capital Corporation and JPMorgan Chase Bank, N.A.

"Non-Material Subsidiaries" means all Restricted Subsidiaries designated by the Company to the Trustee as Non-Material Subsidiaries; provided, that (i) no such Restricted Subsidiary may have assets (attributable to the Company's and its Restricted Subsidiaries' equity interest in such entity) having a fair market value in excess of $5 million and (ii) all such Restricted Subsidiaries may not in the aggregate at any time have assets (attributable to the Company's and its Restricted Subsidiaries' equity interest in such entity) constituting more than 2.0% of the Company's Consolidated Net Tangible Assets based on the Company's most recent internal financial statements.

"Non-Recourse Indebtedness" means Indebtedness of an Unrestricted Subsidiary

        (1)   as to which none of the Obligors:

        (a)   provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness),

        (b)   is directly or indirectly liable (as a guarantor or otherwise), or

        (c)   constitutes the lender, and

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Notes) of any Obligor to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity.

"Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, whether absolute or contingent, payable under the documentation governing any Indebtedness.

"Obligor" means the Company or any Guarantor, and any successor obligor upon the Notes and the Guarantees, respectively.

"Old OpCo" means Station Casinos, Inc., a Nevada corporation.

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"OpCo" means NP Opco LLC, a Nevada limited liability company.

"OpCo Cost Allocation Agreement" means that certain Cost Allocation Agreement, dated as of June 16, 2011, among the Company, OpCo Holdings and the Subsidiaries of OpCo Holdings party thereto from time to time.

"OpCo Holdings" means NP Opco Holdings LLC, a Nevada limited liability company.

"OpCo Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, between the Company and FE Opco Management LLC.

"OpCo Tax Sharing Agreement" means that certain Tax Sharing Agreement, dated as of June 16, 2011, between the Company and OpCo.

"OpCo Transition Services Agreement" means that certain Transition Services Agreement, dated as of June 16, 2011, among the Company, OpCo, FE Opco Management LLC and Fertitta Entertainment LLC.

"Paying Agent" means the Person so designated by the Company in accordance with the Indenture, initially the Trustee.

"Permitted Holder" means the Fertitta Holder and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Fertitta Holder, collectively, has beneficial ownership of at least 49.9% of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

"Permitted Investments" means, without duplication, each of the following:

        (1)   Investments in cash (including deposit accounts with major commercial banks) and Cash Equivalents;

        (2)   Investments by the Company or a Restricted Subsidiary in the Company or any Restricted Subsidiary or any Person that is or will immediately become upon giving effect to such Investment, or as a result of which, such Person is merged, consolidated or liquidated into, or conveys substantially of all its assets to, an Obligor or a Restricted Subsidiary;

        (3)   Investments existing on the Issue Date;

        (4)   accounts receivable created or acquired in the ordinary course of business of the Company or any Restricted Subsidiary on ordinary business terms;

        (5)   Investments arising from transactions by the Company or a Restricted Subsidiary with trade creditors, contract parties, lessees or customers in the ordinary course of business (including any such Investment received pursuant to any plan of reorganization or similar arrangement pursuant to the bankruptcy or insolvency of such trade creditors, contract parties, lessees or customers or otherwise in settlement of a claim);

        (6)   Investments made as the result of non-cash consideration received from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "—Repurchase at the Option of Holders—Assets Sales";

        (7)   Investments consisting of advances to (or guarantees of third party loans to) officers, directors and employees of the Company or a Restricted Subsidiary for travel, entertainment, relocation, purchases of Capital Stock of the Company or a Restricted Subsidiary permitted by the Indenture and analogous ordinary business purposes, not to exceed $1.5 million;

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        (8)   Hedging Obligations and Interest Swap Obligations otherwise in compliance with the Indenture;

        (9)   any guarantee of Indebtedness permitted by the covenant described under "Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (10) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business;

        (11) Investments consisting of payments by the Company or Restricted Subsidiary to an Unrestricted Subsidiary to reimburse such Unrestricted Subsidiary for excess payments made pursuant to the Management Agreements, the Subsidiary Tax Sharing Agreement, the OpCo Cost Allocation Agreement, the GVR Cost Allocation Agreement, the LandCo Cost Allocation Agreement,

        (12) Investments the payment of which consists of Equity Interests of the Company or any direct or indirect parent of the Company (exclusive of Disqualified Capital Stock) or proceeds from the sale of such Equity Interests; provided that such Equity Interests will not increase the amount available for Investments under clause (3) of the second paragraph under the covenant described in "Certain Covenants—Limitation on Restricted Payments";

        (13) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (13) that are at the time outstanding (after giving effect to any such Investments that are returned to the Company or any Subsidiary that made such prior Investment, without restriction, in cash on or prior to the date of any such calculation, but only up to the amount of the Investment made under this clause (13) in such Person), not to exceed $50 million; provided that, at the time of such Investment, the Company is in compliance with the Bank Credit Agreement as in effect on the Issue Date;

        (14) the purchase or buyout of the GVR Option for aggregate consideration not to exceed $5.0 million;

        (15) advances of payroll payments to employees of the Company and the Restricted Subsidiaries in the ordinary course of business;

        (16) Investments of a Restricted Subsidiary acquired after the Issue Date or of a Person merged into the Company or merged or consolidated with a Restricted Subsidiary in accordance "Certain Covenants—Merger, Consolidation or Sale of Assets" after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation; and

        (17) Investments consisting of payments by the Company or Restricted Subsidiary to an Unrestricted Subsidiary pursuant to any Related Party Agreements.

"Permitted Liens" means:

        (1)   Liens in favor of the Company or Liens on the assets of any Guarantor so long as such Liens are held by another Obligor;

        (2)   Liens on property of a Person existing at the time such Person is acquired and becomes a Restricted Subsidiary or is merged into or consolidated with the Company or a Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such acquisition, merger or consolidation and do not extend to any assets other than those of the acquired Person or the Person merged into or consolidated with the Company or such Restricted Subsidiary, as applicable;

        (3)   Liens on property existing at the time of acquisition thereof by any Obligor or Restricted Subsidiary; provided that such Liens were not Incurred in anticipation of such acquisition;

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        (4)   Liens Incurred to secure Indebtedness (and customary obligations related thereto) permitted by clause (6) of the definition of Permitted Indebtedness, attaching to or encumbering only the subject assets and directly related property such as proceeds (including insurance proceeds) and products thereof and accessions, replacements and substitutions thereof;

        (5)   Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business, including Liens securing letters of credit issued in the ordinary course of business consistent with industry practice in connection therewith;

        (6)   Liens created by "notice" or "precautionary" filings in connection with operating leases or other transactions pursuant to which no Indebtedness is Incurred by the Company or any Restricted Subsidiary;

        (7)   Liens to secure Indebtedness (and customary obligations related thereto) permitted by clause (3) of the definition of Permitted Indebtedness;

        (8)   Liens existing on the Issue Date (other than Liens described in clause (7) above);

        (9)   Liens for taxes, assessments or governmental charges or claims (including, without limitation, Liens securing the performance of workers compensation, social security, or unemployment insurance obligations) that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor;

        (10) Liens on shares of any equity security or any warrant or option to purchase an equity security or any security which is convertible into an equity security issued by any Obligor that holds, directly or indirectly through a holding company or otherwise, a license under any applicable Gaming Laws; provided that this clause (10) shall apply only so long as such Gaming Laws provide that the creation of any restriction on the disposition of any of such securities shall not be effective and, if such Gaming Laws at any time cease to so provide, then this clause (10) shall be of no further effect;

        (11) Liens on securities constituting "margin stock" within the meaning of Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System, to the extent that (i) prohibiting such Liens would result in the classification of the obligations of the Company under the Notes as a "purpose credit" and (ii) the Investment by any Obligor in such margin stock is permitted by the Indenture;

        (12) Liens securing Permitted Refinancing Indebtedness (and customary obligations related thereto); provided that any such Lien attaches only to the assets encumbered by the predecessor Indebtedness (and customary obligations related thereto), unless the Incurrence of such Liens is otherwise permitted under the Indenture;

        (13) Liens securing stay and appeal bonds or judgment Liens in connection with any judgment not giving rise to an Event of Default under paragraph (5) of the Events of Default;

        (14) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business, in respect of obligations that are not yet delinquent, are bonded or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded; provided that adequate reserves shall have been established therefor in accordance with GAAP;

        (15) easements, rights-of-way, zoning restrictions, reservations, covenants, encroachments and other similar charges or encumbrances in respect of real property which do not, individually or in the aggregate, materially interfere with the conduct of business by any Obligor;

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        (16) any interest or title of a lessor under any Capitalized Lease Obligation permitted to be incurred hereunder;

        (17) Liens upon specific items of inventory or equipment and proceeds thereof, Incurred to secure obligations in respect of bankers' acceptances issued or created for the account of any Obligor or Restricted Subsidiary in the ordinary course of business to facilitate the purchase, shipment or storage of such inventory or equipment;

        (18) Liens securing Letter of Credit Obligations permitted to be Incurred hereunder Incurred in connection with the purchase of inventory or equipment by an Obligor or Restricted Subsidiary in the ordinary course of business and secured only by such inventory or equipment, the documents issued in connection therewith and the proceeds thereof;

        (19) Liens of a collection bank under Section 4-210 of the Uniform Commercial Code on items in the course of collection and normal and customary rights of setoff upon deposits of cash in favor of banks and other depository institutions;

        (20) Liens in favor of the Trustee arising under the Indenture;

        (21) Liens securing Interest Swap Obligations or Hedging Obligations that are permitted under the Indenture;

        (22) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Company or any Restricted Subsidiary;

        (23) deposits to secure the performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money and Capitalized Leases), statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business;

        (24) leases, licenses, subleases or sublicenses granted to others in the ordinary course of business which do not (x) interfere in any material respect with the business of the Company or any Restricted Subsidiary or (y) secure any Indebtedness;

        (25) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

        (26) Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business; and (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

        (27) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to the covenant described under the caption "Restricted Payments" and to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell, transfer or otherwise dispose of any property in a transaction permitted under the covenant described under the caption "Asset Sales";

        (28) any interest or title of a lessor under leases entered into by the Company or any of the Restricted Subsidiaries (in their capacities as lessee) in the ordinary course of business;

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        (29) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Company or any of the Restricted Subsidiaries in the ordinary course of business permitted by this Agreement;

        (30) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

        (31) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

        (32) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Company or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company and the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business;

        (33) Liens solely on any cash earnest money deposits made by the Company or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

        (34) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into in the ordinary course of business;

        (35) Liens securing customary cash management obligations not otherwise prohibited by the Indenture; and

        (36) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed $10 million at any one time outstanding.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any Restricted Subsidiary issued in exchange for, or the net proceeds of which are used to repay, redeem, extend, refinance, renew, replace, defease or refund other Permitted Indebtedness of such Person arising under clause (1), (2), (3), (5), (6), (13) or (16) of the definition of "Permitted Indebtedness" or Indebtedness Incurred under the Consolidated Leverage Ratio test in the covenant described above under the heading "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" (any such Indebtedness, "Existing Indebtedness"); provided that:

        (1)   the principal amount of such Permitted Refinancing Indebtedness does not exceed the principal amount and accrued interest of such Existing Indebtedness (plus the amount of prepayment penalties, fees, premiums and expenses incurred or paid in connection with the refinancing of such Indebtedness), except to the extent that the Incurrence of such excess is otherwise permitted by the Indenture;

        (2)   such Permitted Refinancing Indebtedness has a final maturity date on or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, such Existing Indebtedness;

        (3)   if such Existing Indebtedness is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date on or later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the holders of the Notes as those contained in the documentation governing the Indebtedness being repaid, redeemed, extended, refinanced, renewed, replaced, defeased or refunded; and

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        (4)   such Permitted Refinancing Indebtedness shall be Indebtedness solely of an Obligor or a Restricted Subsidiary obligated under such Existing Indebtedness, unless otherwise permitted by the Indenture.

        "Plan of Reorganization" means the joint plan of reorganization in the form attached as Exhibit A to the Disclosure Statement.

"Productive Assets" means assets (including assets owned directly or indirectly through Capital Stock of a Restricted Subsidiary) of a kind used or usable in the businesses of the Obligors as they are conducted on the date of the Asset Sale or on any other Determination Date and any Related Business.

"Project" means any new facility developed or being developed by the Company or one of its Restricted Subsidiaries and any expansion, renovation or refurbishment of a facility owned by the Company or one of its Restricted Subsidiaries which expansion, renovation or refurbishment is reasonably expected to cost $40 million or more.

        "Propco Management Agreement" means that certain Management Agreement, dated as of June 16, 2011, among the Company and FE Propco Management LLC.

"Qualified Capital Stock" means any Capital Stock that is not Disqualified Capital Stock.

"Registrar" means the Person so designated by the Company in accordance with the Indenture, initially the Trustee.

"Related Business" means the gaming (including pari-mutuel betting) business and/or any and all businesses that in the good faith judgment of the Company are reasonably related to, necessary for, in support or anticipation of, ancillary or complementary to or in preparation for (or required by a Gaming Authority to be developed, constructed, improved or acquired in connection with the licensing approval of such Casino or Casinos) the gaming business including, without limitation, the development, expansion or operation of any Casino (including any land-based, dockside, riverboat or other type of Casino), owned, or to be owned, by the Company or one of its Subsidiaries.

"Related Party Agreements" means the Non-Competition Agreement, the Holding Company Tax Distribution Agreement, the OpCo Tax Sharing Agreement, the Landco Tax Sharing Agreement, the GVR Tax Sharing Agreement, the OpCo Cost Allocation Agreement, the LandCo Cost Allocation Agreement, the GVR Cost Allocation Agreement, the OpCo Transition Services Agreement, the GVR Transition Services Agreement, the Aliante Transition Services Agreement, the LandCo Support Agreement, the Aliante Letter Agreement and the IP Holdco to Propco License Agreement, each as the same may be amended, modified or replaced from time so long as such amendment, modification or replacement is not more disadvantageous to the Company or any of its Restricted Subsidiaries in any material respect than the agreement in place at the time of such amendment, modification or replacement.

"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. If no referent Person is specified, "Restricted Subsidiary" means a Restricted Subsidiary of the Company.

"Restructuring Transactions" means each of the transactions specified in Article V.B of the Plan of Reorganization.

"S&P" means Standard & Poor's Rating Group, a division of The McGraw-Hill Industries, Inc., and its successors.

"Significant Subsidiary" means any Obligor, other than the Company, that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation S-X is in effect on the date of the Indenture.

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"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

"Subsidiary," with respect to any Person, means:

        (1)   any corporation or comparably organized entity, a majority of whose voting stock (defined as any class of capital stock having voting power under ordinary circumstances to elect a majority of the Board of such Person) is owned, directly or indirectly, by any one or more of the Obligors, and

        (2)   any other Person (other than a corporation) in which any one or more of the Obligors, directly or indirectly, has at least a majority ownership interest entitled to vote in the election of directors, managers or trustees thereof or of which such Obligor is the managing general partner.

        If no referent Person is specified, "Subsidiary" means a Subsidiary of the Company.

"Subsidiary Tax Sharing Agreement" means each of (i) the OpCo Tax Sharing Agreement, (ii) the LandCo Tax Sharing Agreement, (iii) the GVR Tax Sharing Agreement and (iv) each other tax sharing agreement between the Company and an Unrestricted Subsidiary entered into after the Closing Date in substantially the same form as the foregoing agreements.

"Support Agreement" means (a) the guaranty by the Company or a Restricted Subsidiary of the completion of the development, construction and opening of a new gaming facility by any Affiliate or Subsidiary of the Company (including a Native American Subsidiary) or of any gaming facility owned by others which is to be managed exclusively by any such Affiliate or Subsidiary and/or (b) the agreement by the Company or a Restricted Subsidiary to advance funds, property or services to or on behalf of an Affiliate or Subsidiary (including a Native American Subsidiary) in order to maintain the financial condition or level of any balance sheet item of such Subsidiary or Affiliate (including "keep well" or "make well" agreements) in connection with the development, construction and operations of a new gaming facility by such Subsidiary or Affiliate (or of any gaming facility owned by others which is to be managed exclusively by such Subsidiary or Affiliate); provided that such guaranty or agreement is entered into in connection with obtaining financing for such gaming facility or is required by a Governmental Authority.

"Transaction Costs" means all legal fees and expenses, advisory fees, accounting fees and out of pocket expenses incurred by the Company, Station Casinos, Inc. or their Subsidiaries in connection with the Plan of Reorganization and the Restructuring Transactions, in an aggregate amount not to exceed $5 million.

"Unrestricted Subsidiary" of any Person means, with respect to the Company, (i) LandCo Holdings and each Subsidiary thereof, (ii) OpCo Holdings and each Subsidiary thereof, (iii) GVR Holdco 1 and each Subsidiary thereof, (iv) prior to the IP Holdco Transition Date, IP Holdco and (v) any Subsidiary listed on Schedule 1.01C to the Bank Credit Agreement, and, with respect to any Person:

        (1)   any Subsidiary of such Person that at the time of determination shall be or continue to be designated an Unrestricted Subsidiary by the Board of such Person in the manner provided below; and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns

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or holds any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so designated; provided that:

        (1)   the Company certifies to the Trustee that such designation complies with the "Limitation on Restricted Payments" covenant; and

        (2)   each Subsidiary to be so designated and each of its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries.

        For purposes of making the determination of whether any such designation of a Subsidiary as an Unrestricted Subsidiary complies with the "Limitation on Restricted Payments" covenant, the portion of the fair market value of the net assets of such Subsidiary of the Company at the time that such Subsidiary is designated as an Unrestricted Subsidiary that is represented by the interest of the Company and its Restricted Subsidiaries in such Subsidiary, in each case as determined in good faith by the Board of the Company, shall be deemed to be an Investment. Such designation will be permitted only if such Investment would be permitted at such time under the "Limitation on Restricted Payments" covenant.

        No Unrestricted Subsidiary may create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender (or the Unrestricted Subsidiary) has recourse to any of the assets of the Company or any of its Restricted Subsidiaries, except, with respect to LandCo, the Landco Support Agreement.

        The Board may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

        (1)   immediately after giving effect to such designation, the Company's Consolidated Coverage Ratio would not be less than 2.00:1.00; and

        (2)   immediately before and immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing. Any such designation by the Board shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution giving effect to such designation and an officers' certificate certifying that such designation complied with the foregoing provisions.

"Voteco" means Station Voteco LLC, a Delaware limited liability company.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of such Person.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the Company's calculations of the number of years obtained by dividing:

        (1)   the then outstanding aggregate principal amount of such Indebtedness into,

        (2)   the total of the products obtained by multiplying:

        (a)   the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by

        (b)   the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

        In this section we summarize certain U.S. federal income tax considerations relevant to the holders of the Existing Notes exchanging Existing Notes for Exchange Notes pursuant to the exchange offer. This summary is limited to holders who hold the Existing Notes as capital assets for purposes of the Internal Revenue Code of 1986, as amended (the "Code"). This section does not address rules relating to securities held by special categories of holders, including partnerships, S corporations or other pass-through entities (or investors therein), financial institutions, certain insurance companies, regulated investment companies, real estate investment trusts, broker-dealers, tax-exempt organizations, traders in securities that elect to mark-to-market, investors liable for the alternative minimum tax, U.S. expatriates, investors that hold notes as part of a straddle, hedging, constructive sale or conversion transaction, and U.S. Holders (as defined below) whose functional currency is not the U.S. dollar. In addition, this section does not address any state, local or non-U.S. tax considerations and does not address any U.S. federal tax considerations other than U.S. federal income tax considerations (such as the estate and gift tax, the Medicare tax on net investment income or the withholding taxes and reporting requirements imposed by Code sections 1471 through 1474).

        This summary is based upon the Code, regulations promulgated under the Code by the U.S. Treasury Department (including proposed and temporary regulations), rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below.

This summary is not a comprehensive description of all of the U.S. federal tax consequences that may be relevant with respect to the exchange of the Notes. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and estate and gift tax consequences to you of exchanging these securities, as well as any tax consequences arising under the laws of any state, local or foreign tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

        As used herein, the term "U.S. holder" means a beneficial owner of Notes (other than a partnership) that for U.S. federal income tax purposes is any of the following:

•

an individual citizen or resident of the U.S.;

•

a corporation or any other entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if it (1) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under to be treated as a U.S. person.

        We refer to persons that are, for U.S. federal income tax purposes, neither "U.S. Holders" nor partnerships for U.S. federal income tax purposes as "non-U.S. Holders."

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes being exchanged in the exchange offer, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership and accordingly, this summary does not apply to partnerships. A partner of a partnership exchanging the

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Notes should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of exchanging Existing Notes for Exchange Notes pursuant to the exchange offer.

Exchange offer

        The exchange of Existing Notes for Exchange Notes will not constitute a taxable exchange. As a result, (1) a U.S. holder or a non-U.S. Holder will not recognize any taxable gain or loss as a result of exchanging such holder's Existing Notes pursuant to the exchange offer; (2) the holding period of the Exchange Notes will include the holding period of the Existing Notes exchanged therefor; and (3) the adjusted tax basis of the Exchange Notes will be the same as the adjusted tax basis of the Existing Notes exchanged therefor immediately before such exchange.

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PLAN OF DISTRIBUTION

        Each broker-dealer that receives Exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Existing Notes where such Existing Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 90 days after the expiration date of this exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [                ,    ], 2012 (90 days after the expiration date of this exchange offer), all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

        We will not receive any proceeds from any sale of exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such exchange Notes. Any broker-dealer that resells exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        For a period of 180 days after the expiration date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of the outstanding notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the outstanding Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

107

CERTAIN ERISA CONSIDERATIONS

        The following is a summary of certain considerations associated with the acquisition or holding of the Notes by employee benefit plans that are subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Code, or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively, "Similar Laws"), and entities whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, a "Plan").

        In considering the acquisition of Notes with a portion of the assets of any Plan, a fiduciary should determine whether the investment is in accordance with the documents and instruments governing the Plan and the applicable provisions of ERISA, the Code or any Similar Law relating to a fiduciary's duties to the Plan including, without limitation, the prudence, diversification, delegation of control and prohibited transaction provisions of ERISA, the Code and any other applicable Similar Laws.

Prohibited Transaction Issues

        Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of the ERISA Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code. The acquisition and/or holding of Notes by an ERISA Plan with respect to which the Company, a Dealer Manager or a Guarantor is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless the investment is acquired and is held in accordance with an applicable statutory, class or individual prohibited transaction exemption. In this regard, the U.S. Department of Labor (the "DOL") has issued prohibited transaction class exemptions, or "PTCEs," that may apply to the acquisition and holding of the Notes. These class exemptions include, without limitation, PTCE 84-14 respecting transactions determined by independent qualified professional asset managers, PTCE 90-1 respecting insurance company pooled separate accounts, PTCE 91-38 respecting bank collective investment funds, PTCE 95-60 respecting life insurance company general accounts and PTCE 96-23 respecting transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) have or exercise any discretionary authority or control or render any investment advice with respect to the assets of any ERISA Plan involved in the transaction and provided further that the ERISA Plan pays no more than adequate consideration in connection with the transaction. There can be no assurance that all of the conditions of any such exemptions will be satisfied.

        Because of the foregoing, the Notes should not be acquired or held by any person investing "plan assets" of any Plan, unless such acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or similar violation of any applicable Similar Laws.

Representation

        Accordingly, by acceptance of a Note each purchaser and holder will be deemed to have represented and warranted that either (i) no portion of the assets used to acquire and hold the Notes

108

constitutes assets of any Plan or (ii) the purchase and holding of the Notes will not constitute a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or similar violation under any applicable Similar Laws.

        The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring the Notes on behalf of, or with the assets of, any Plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Laws to such investment and whether an exemption would be applicable to the purchase and holding of the Notes.

General Fiduciary Matters

        ERISA and the Code impose certain duties on persons who are fiduciaries of a Plan subject to Title I of ERISA or Section 4975 of the Code (an "ERISA Plan") and prohibit certain transactions involving the assets of an ERISA Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of such an ERISA Plan or the management or disposition of the assets of such an ERISA Plan, or who renders investment advice for a fee or other compensation to such an ERISA Plan, is generally considered to be a fiduciary of the ERISA Plan.

LEGAL MATTERS

        Certain legal matters with respect to the Notes will be passed upon for the Company by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California.

EXPERTS

        The consolidated financial statements of Station Casinos LLC and subsidiaries appearing in Station Casinos LLC and subsidiaries Annual Report (Form 10-K) for the period from June 17, 2011 to December 31, 2011 (Successor) and the period from January 1, 2011 to June 16, 2011 (Predecessor) have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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Station Casinos LLC

EXCHANGE ANY AND ALL OUTSTANDING
SENIOR NOTES DUE 2018 (THE "EXISTING NOTES")
($625,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

SENIOR NOTES DUE 2018 (THE "EXCHANGE NOTES")

AND

GUARANTEES OF THE EXCHANGE NOTES BY
NP BOULDER LLC, NP RED ROCK LLC, NP PALACE LLC, NP
SUNSET LLC, NP DEVELOPMENT LLC AND NP LOSEE ELKHORN
HOLDINGS LLC,

each a wholly-owned subsidiary of Station Casinos LLC

PROSPECTUS

[                        ], 2012

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers

        Under Sections 78.7502, 78.751 and 78.752 of the Nevada Revised Statutes, the Company has broad powers to indemnify and insure its directors and officers against liabilities they may incur in their capacities as such.

        Article 6.1(a) of the Equityholders Agreement dated as of June 16, 2011 provides for indemnification of the Company's and the Guarantors' directors, officers, managers, employees and other agents (the "Indemnified Persons") to the fullest extent permitted by law, including from and against any reasonable expenses (including reasonable attorney's fees, judgments, fines and amounts paid in settlement) (i) suffered or sustained by reason of any act performed or omission made by such Indemnified Person in good faith on behalf of the Company or any Guarantor and in a manner reasonably believed to be within the scope of authority conferred on such Indemnified Person and otherwise not inconsistent with its duties owed to such Company or Guarantor, (ii) actually and reasonably incurred by such Indemnified Person in connection with any threatened, pending or completed action, suit or proceeding (other than one by or in the right of the Company or any Guarantor) if such Indemnified Person acted in good faith and in a manner which such Indemnified Person reasonably believed to be in furtherance of the interests of the Company or such Guarantor and otherwise not inconsistent with its duties owed to the Company or such Guarantor and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful, and (iii) actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of an action or suit by or in the right of the Company or any Guarantor to procure a judgment in its favor if such Indemnified Person acted in good faith and in a manner which such Indemnified Person reasonably believed to be in furtherance of the interests of the Company or such Guarantor and otherwise not inconsistent with its duties owed to the Company or such Guarantor.

Item 21.    Exhibits and Financial Statement Schedules

EXHIBIT NO.		ITEM TITLE
	2.1	First Amended Joint Chapter 11 Plan of Reorganization for Station Casinos, Inc. and Affiliated Debtors dated July 28, 2010. (Incorporated herein by reference to the Company's Form 10 filed on November 12, 2010)
	3.1	Articles of Organization of the Company. (Incorporated herein by reference to the Company's Form 10 filed on November 12, 2010)
	3.2	Amendment to Articles of Organization of the Company. (Incorporated herein by reference to the Company's Form 10 filed on November 12, 2010)
	4.1	Indenture dated as of January 3, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated January 3, 2012)
	4.2	Supplemental Indenture dated as of February 22, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated February 22, 2012)
	5.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP.(1)

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EXHIBIT NO.		ITEM TITLE
	8.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP as to certain U.S. tax matters.(1)
	10.1	Asset Purchase Agreement, dated as of March 9, 2011, by and between Station GVR Acquisition, LLC and Green Valley Ranch Gaming, LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated March 10, 2011)
	10.2	Credit Agreement dated as of June 16, 2011 by and among the Company, as borrower, Deutsche Bank AG Cayman Islands Branch, JP Morgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG New York Branch, as L/C issuer, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and Deutsche Bank Securities, Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book runners (pursuant to a request for confidential treatment filed with the Securities Exchange Commission by the Company, confidential portions of this exhibit have been omitted and filed separately with the Securities Exchange Commission). (Incorporated herein by reference to the Company's Current Report on Form 8-K/A dated October 21, 2011)
	10.3	Credit Agreement dated as of June 16, 2011 by and among NP Opco LLC, as borrower, Deutsche Bank AG Cayman Islands Branch, as administrative agent, each other lender party thereto, Deutsche Bank AG New York Branch, as L/C issuer, and J.P. Morgan Securities LLC, as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.4	Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.5	First Lien Credit Agreement dated as of June 16, 2011 by and among GVR Holdco 1 LLC, as holdings, Station GVR Acquisition, LLC, as borrower, the lenders from time to time party thereto and Jeffries Finance LLC, as administrative agent, syndication agent and documentation agent, and Jeffries Finance LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.6	Second Lien Credit Agreement dated as of June 16, 2011 by and among GVR Holdco 1 LLC, as holdings, Station GVR Acquisition, LLC, as borrower, the lenders from time to time party thereto and Jeffries Finance LLC, as administrative agent, syndication agent and documentation agent, and Jeffries Finance LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.7	Non-Competition Agreement dated as of June 16, 2011 by and among the Company and Station Holdco LLC, Fertitta Entertainment LLC and FI Station Investor LLC, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta III and Lorenzo J. Fertitta, and German American Capital Corporation and JPMorgan Chase Bank, N.A. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)

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EXHIBIT NO.		ITEM TITLE
	10.8	Equityholders Agreement dated as of June 16, 2011 by and among the Company, certain subsidiaries and affiliates of the Company and each other holder of equity interests listed therein. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.9	Ground Lease and Sublease dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.10	Option to Lease or Purchase dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.11	Option to Acquire Interest Under Purchase Contract dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.12	First Amendment to Ground Lease and Sublease dated as of June 30, 1995 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.13	Lease Amendment No. 1, dated as of December 23, 1996 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.14	Second Amendment to Ground Lease and Sublease dated as of January 7, 1997 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.15	Rent Agreement to the First Amendment to Ground Lease and Sublease dated as of March 28, 2003 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.16	Ground Lease dated as of June 1, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.17	First Amendment to Ground Lease dated as of June 30, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.18	Lease Amendment No. 1 dated as of December 23, 1996 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.19	Second Amendment to Ground Lease dated as of January 7, 1997 by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.20	Third Amendment to Ground Lease dated as of June 13, 2011 by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)

II-3

EXHIBIT NO.		ITEM TITLE
	10.21	Rent Agreement to the First Amendment to Ground Lease dated as of May 12, 2000 by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.22	Assignment, Assumption and Consent Agreement (Ground Lease) dated as of July 6, 1995 by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.23	Asset Purchase Agreement dated as of June 7, 2010 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.24	First Amendment to Asset Purchase Agreement dated as of August 26, 2010 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.25	Second Amendment to Asset Purchase Agreement dated as of March 29, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.26	Third Amendment to Asset Purchase Agreement dated as of April 29, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.27	Fourth Amendment to Asset Purchase Agreement dated as of June 15, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.28	Management Agreement dated as of June 16, 2011 by and between the Company and FE Propco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.29	Management Agreement dated as of June 16, 2011 by and between NP Opco LLC and FE Opco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.30	Management Agreement dated as of June 16, 2011 by and between NP Tropicana LLC and FE Landco Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.31	Management Agreement dated as of June 16, 2011 by and between Station GVR Acquisition, LLC and FE GVR Management LLC. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated June 23, 2011)
	10.32	Indenture dated as of January 3, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated January 3, 2012)

II-4

EXHIBIT NO.		ITEM TITLE
	10.33	Supplemental Indenture dated as of February 22, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company's Current Report on Form 8-K dated February 22, 2012)
	12.1	Calculation of ratio of earnings to fixed charges.(1)
	21.1	Subsidiaries of the Registrant (incorporated by reference to the Company's Annual Report on Form 10-K filed on March 30, 2012).
	23.1	Consent of Ernst & Young LLP.(1)
	23.2	Consent of Milbank, Tweed, Hadley & McCloy LLP. (included in Exhibits 5.1 and 5.2).
	24.1	Power of Attorney. (included on the Signature page)
	25.1	Form T-1, Statement of Eligibility of Wells Fargo Bank, National Association to act as trustee under the Indenture.(1)
	99.1	Letter of Transmittal.(1)
	99.2	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.(1)
	99.3	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.(1)
	99.4	The Company's Annual Report on Form 10-K for the year ended December 31, 2011(1)
	99.5	The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012(1)

(1)

Filed herewith.

Item 22.    Undertakings.

        (a)   The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        (b)   Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of any employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is,

II-5

therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        (d)   The undersigned registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (e)   The undersigned registrant hereby undertakes that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (f)    Each undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4 promulgated by the SEC, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (g)   Each undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on August 1, 2012.

STATION CASINOS LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Executive Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Name	Title
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager

II-7

Name	Title
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager
Robert E. Lewis	Manager

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP BOULDER LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-9

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP RED ROCK LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-11

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP PALACE LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-13

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP SUNSET LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-15

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP DEVELOPMENT LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-17

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on August 1, 2012.

NP LOSEE ELKHORN HOLDINGS LLC
By:	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Thomas M. Friel as their true and lawful attorney-in-fact and agent, with power to act alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause or to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 1, 2012.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ FRANK J. FERTITTA III
	Name:	Frank J. Fertitta III
	Title:	Chief Executive Officer and President

**

Registrant has no directors or managers

/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer and President (Principal Executive Officer) of Managing Member, Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of Managing Member

II-19

Signature	Title
/s/ WESLEY ALLISON Wesley Allison	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) of Managing Member
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Managing Member
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Managing Member
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Managing Member
Robert E. Lewis	Manager of Managing Member

II-20

EX-5.1

Exhibit 5.1

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

August 1, 2012

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as special New York counsel to Station Casinos LLC (the “Company”) in connection with the filing of a registration statement under the Securities Act of 1933, as amended (the “Act”), on Form S-4 with the Securities and Exchange Commission (the “Registration Statement”), of up to $625,000,000 in aggregate principal amount of Senior Notes due 2018 (the “Exchange Notes”) of the Company and the related guarantees of the Exchange Notes (the “Exchange Guarantees”) by the guarantors named therein (the “Guarantors”) to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding Senior Notes due 2018 (the “Existing Notes”) and the related guarantees of the Existing Notes issued on January 3, 2012 pursuant to (i) the Indenture, dated as of January 3, 2012 and supplemented as of February 22, 2012 (the “Indenture”), among the Company, the guarantors named therein and Wells Fargo, National Association, as trustee (the “Trustee”) and (ii) the Registration Rights Agreement, dated as of February 22, 2012 (the “Registration Rights Agreement”), among the Company, the guarantors named therein and J.P. Morgan Securities LLC and Deutsche Bank Securities Inc., as initial purchasers of the Existing Notes.

In rendering the opinions expressed below, we have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to various questions of fact material to such opinions, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Company and the Guarantors and public officials, statements contained in the Registration Statement and other documents as we have deemed necessary as a basis for such opinions.

Based upon and subject to the foregoing and subject also to the comments and qualifications set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the opinion that:

1. The Exchange Notes, when executed, delivered and authenticated in accordance with the provisions of the Indenture and when exchanged by the holders thereof for the Existing Notes in the manner contemplated by the Registration Statement and in accordance with the terms of the Registration Rights Agreement and the Indenture, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the qualification that enforceability of the obligations of the Company thereunder may be limited by (i) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality.

2. Each of the Exchange Guarantees, when the Exchange Notes are executed, delivered and authenticated in accordance with the provisions of the Indenture and exchanged by the holders thereof for the Existing Notes in the manner contemplated by the Registration Statement and in accordance with the terms of the Registration Rights Agreement and the Indenture, will constitute valid and legally binding obligations of each of the Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to the qualification that (i) enforceability of the obligations of each of the Guarantors thereunder may be limited by (x) bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, moratorium and other

similar laws relating to or affecting creditors’ rights generally, and (y) the application of general principles of equity (regardless of whether considered in a proceeding at law or in equity) including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of good faith, reasonableness, fair dealing and materiality, and (ii) the waiver of defenses by the Guarantors in such guarantees may be limited by principles of public policy in New York.

We express no opinion as to (i) the applicability to the obligations of any Guarantor under the applicable Exchange Guarantee of such Guarantor of (or the enforceability of such obligations under) Section 548 of Chapter 11 of Title 11 of the United States Code, as amended, Article 10 of the New York Debtor and Creditor Law, as amended, or any other provision of law relating to fraudulent conveyances, transfers or obligations or (ii) any provisions of the law of the jurisdiction of incorporation of any Guarantor restricting dividends, loans or other distributions by a corporation or other business entity or association for the benefit of its stockholders or similar persons.

To the extent that the obligations of the Company and the Guarantors under the Exchange Notes, the Exchange Guarantees and the Indenture, as applicable, may be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (ii) the Trustee has been duly qualified to engage in the activities contemplated by the Indenture; (iii) each of the Indenture and the Exchange Guarantees has been duly authorized, executed and delivered by each of the parties thereto (other than the Company); (iv) the Indenture constitutes a legal, valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms; (v) the Trustee is in compliance generally, and with respect to acting as Trustee under the Indenture, with all applicable laws and regulations and (vi) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture.

In connection with the foregoing opinions, we have also assumed that at the time of the issuance and delivery of the Exchange Notes and the Exchange Guarantees, there will not have occurred any change in law affecting the validity, legally binding character or enforceability of the Exchange Notes or the Exchange Guarantees and that the issuance and delivery of the Exchange Notes and the Exchange Guarantees, all of the terms of the Exchange Notes and the Exchange Guarantees and the performance by the Company and the Guarantors of their respective obligations thereunder will comply with applicable law and with each requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or any of the Guarantors and will not result in a default under or a breach of any agreement or instrument then binding upon the Company or any of the Guarantors.

The foregoing opinions are limited to matters involving the laws of the State of New York, and we do not express any opinion as to the laws of any other jurisdiction including, without limitation, the laws of Nevada.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus contained in such Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This letter is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied on for any other purpose. The opinions set forth in this letter are effective as of the date hereof.  We express no opinions other than as herein expressly set forth, and no expansion of our opinions may be made by implication or otherwise.  We do not undertake to advise you of any matter within the scope of this letter which comes to our attention after the delivery of this letter, and we disclaim any responsibility to advise you of future changes in law or fact which may affect the above opinions.

Very truly yours,

/s/ Milbank, Tweed, Hadley & McCloy LLP

DRC/KJB

EX-8.1

Exhibit 8.1

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

August 1, 2012

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as special New York counsel to Station Casinos LLC (the “Company”) in connection with the filing of a registration statement under the Securities Act of 1933, as amended, (the “Act”), on Form S-4 with the Securities and Exchange Commission (the “Registration Statement”) of up to $625,000,000 in aggregate principal amount of Senior Notes due 2018 of the Company and the related guarantees to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding Senior Notes due 2018 and the related guarantees.

The statements set forth in the Registration Statement under the heading “Certain United States Federal Income Tax Considerations”, insofar as such statements purport to summarize the U.S. federal income tax laws, regulations or legal conclusions referred to therein, fairly summarize in all material respects the matters described therein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus contained in such Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Respectfully Submitted,

/s/ Milbank, Tweed, Hadley & McCloy LLP

EX-12.1

Exhibit 12.1

Station Casinos LLC

Computation of Ratio of Earnings to Fixed Charges

	Successor						Predecessors
	Station Casinos LLC						Station Casinos, Inc.																		Green Valley Ranch Gaming, LLC
	Three Months Ended March 31, 2012			Period From June 17, 2011 Through December 31, 2011			Period From January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Period From November 8, 2007 through December 31, 2007			Period From January 1, 2007 Through November 7, 2007			Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
	(in thousands)						(in thousands)
Consolidated pretax income (loss) from continuing operations	$	8,920		$	(20,138	)	$	3,249,550		$	(587,438	)	$	(1,593,498	)	$	(3,649,845	)	$	(364,636	)	$	(72,991	)	$	626,364	$	(91,640	)	$	(17,542	)	$	(23,194	)	$	25,403
Losses (earnings) of equity investees	545			(1,533		)	(16,397		)	(315,204		)	(168,445		)	(30,623		)	1,132			10,744			—		—			—			—			—
Fixed charges (see below)	52,185			97,119			49,753			122,582			300,714			417,880			65,946			223,379			20,876		49,103			52,425			56,204			57,195
Distributed income from equity investees	546			794			1,118			2,419			1,897			2,598			414			12,943			—		—			—			—			—
Capitalized interest	(1,286		)	(2,155		)	(2,939		)	(10,078		)	(15,989		)	(27,087		)	(3,083		)	(16,309		)	—		—			—			—			—
Earnings	60,910			74,087			3,281,085			(787,719		)	(1,475,321		)	(3,287,077		)	(300,227		)	157,766			647,240		(42,537		)	34,883			33,010			82,598
Interest expense (a)	49,620			92,299			43,294			104,582			276,591			379,313			61,276			197,370			20,582		48,644			51,916			55,032			56,104
Capitalized interest	1,286			2,155			2,939			10,078			15,989			27,087			3,083			16,309			—		—			—			—			—
Estimated interest within rental expense	1,279			2,665			3,520			7,922			8,134			11,480			1,587			9,700			294		459			509			1,172			1,091
Fixed Charges	52,185			97,119			49,753			122,582			300,714			417,880			65,946			223,379			20,876		49,103			52,425			56,204			57,195
Ratio of Earnings to Fixed Charges (c)	1.2						66.0																		31.0											1.4
Excess of fixed charges over earnings (in thousands)	—			23,032			—			910,301			1,776,035			3,704,957			366,173			65,613			—		91,640			17,542			23,194			—

(a)Interest expense includes amortization of debt discount and debt issuance costs.

(b)Interest within rental expense is estimated to equal approximately one-third.

(c)No ratio is shown for periods where earnings were inadequate to cover fixed charges

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Station Casinos LLC and subsidiaries for the registration of $625 million Senior Notes due 2018 and to the incorporation by reference therein of our report dated March 30, 2012, with respect to the consolidated financial statements of Station Casinos LLC and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.

	/s/ Ernst & Young LLP
Las Vegas, Nevada
August 1, 2012

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

o   CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association	94-1347393
(Jurisdiction of incorporation or	(I.R.S. Employer
organization if not a U.S. national	Identification No.)
bank)

101 North Phillips Avenue
Sioux Falls, South Dakota	57104
(Address of principal executive offices)	(Zip code)

Wells Fargo & Company
Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

STATION CASINOS LLC

(Exact name of obligor as specified in its charter)

Nevada	27-3312261
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada	89135
(Address of principal executive offices)	(Zip code)

ADDITIONAL REGISTRANTS

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER	STATE OF INCORPORATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBERS	ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE OF REGISTRANT’S PRINCIPAL EXECUTIVE OFFICES	I.R.S. EMPLOYER IDENTIFICATION NUMBER
NP Boulder LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312313
NP Red Rock LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312418
NP Palace LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312372
NP Sunset LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-3312450
NP Development LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	27-4414759
NP Losee Elkhorn Holdings LLC	Nevada	7990	c/o Station Casinos LLC 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135 (702) 495-3000	45-2430388

Senior Notes due 2018
(Title of the indenture securities)

Item 1.   General Information.  Furnish the following information as to the trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

(b)Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2.Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.  Foreign Trustee.  Not applicable.

Item 16.  List of Exhibits.List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.See Exhibit 2

Exhibit 4.Copy of By-laws of the trustee as now in effect.***

Exhibit 5.Not applicable.

Exhibit 6.The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.Not applicable.

Exhibit 9.Not applicable.

*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 13th day of July, 2012.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Maddy Hall

Maddy Hall

Vice President

EXHIBIT 6

July 13, 2012

Securities and Exchange Commission

Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/ Maddy.Hall

Maddy Hall

Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts
		In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	17,216
Interest-bearing balances		49,902
Securities:
Held-to-maturity securities		0
Available-for-sale securities		204,705
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		834
Securities purchased under agreements to resell		24,346
Loans and lease financing receivables:
Loans and leases held for sale		28,995
Loans and leases, net of unearned income	710,355
LESS: Allowance for loan and lease losses	15,934
Loans and leases, net of unearned income and allowance		694,421
Trading Assets		50,280
Premises and fixed assets (including capitalized leases)		7,788
Other real estate owned		4,449
Investments in unconsolidated subsidiaries and associated companies		579
Direct and indirect investments in real estate ventures		106
Intangible assets
Goodwill		21,276
Other intangible assets		23,076
Other assets		53,844
Total assets		$	1,181,817
LIABILITIES
Deposits:
In domestic offices		$	852,986
Noninterest-bearing	223,944
Interest-bearing	629,042
In foreign offices, Edge and Agreement subsidiaries, and IBFs		66,906
Noninterest-bearing	2,118
Interest-bearing	64,788
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		10,453
Securities sold under agreements to repurchase		11,665

	Dollar Amounts
	In Millions
Trading liabilities	20,434
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	38,145
Subordinated notes and debentures	18,384
Other liabilities	37,006
Total liabilities	$	1,055,979
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	99,458
Retained earnings	19,264
Accumulated other comprehensive income	5,478
Other equity capital components	0
Total bank equity capital	124,719
Noncontrolling (minority) interests in consolidated subsidiaries	1,119
Total equity capital	125,838
Total liabilities, and equity capital	$	1,181,817

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan

EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

John Stumpf	Directors
Avid Modjtabai
Michael Loughlin

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

Station Casinos LLC

Offer to Exchange Any and All Outstanding
Senior Notes Due 2018 (The "Existing Notes")
($625,000,000 In Aggregate Principal Amount Outstanding)

For

Senior Notes Due 2018 (The "Exchange Notes")
And
Guarantees Of The Exchange Notes By
NP Boulder LLC, NP Red Rock LLC, NP Palace LLC, NP Sunset LLC, NP Development LLC and
NP Losee Elkhorn Holdings LLC,

each a wholly-owned subsidiary of Station Casinos LLC

Pursuant to the Prospectus Dated [                      ], 2012

        THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                      ], 2012, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE"). 

The Exchange Agent for the Exchange Offer is:

Delivery to: Wells Fargo Bank, National Association

By Registered or Certified Mail: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 PO Box 1517 Minneapolis, MN 55480	By Regular Mail or Overnight Courier: Wells Fargo Bank, National Association Corporate Trust Operations MAC N9303-121 Sixth & Marquette Avenue Minneapolis, MN 55479	In Person by Hand: Wells Fargo Bank, National Association 12th Floor-Northstar East Building Corporate Trust Operations 608 Second Avenue South Minneapolis, MN 55479
By Facsimile: For Eligible Institutions only (612) 667-6282
For Information or Confirmation by Telephone: (800) 344-5128

        Beneficial Owners who have questions regarding this Letter of Transmittal should contact their bank, broker, dealer, trust company, or other nominee. DTC Participants and others who have questions regarding this Letter of Transmittal should contact the Exchange Agent.

THE INSTRUCTIONS CONTAINED IN THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

[                      ], 2012

        Capitalized terms used but not defined herein have the meanings given to them in the Prospectus dated [                      ], 2012 (as the same may be amended or supplemented from time to time, the "Prospectus") of the Station Casinos LLC, a Nevada limited liability company (the "Issuer"). The undersigned hereby acknowledges receipt of the Prospectus, which, together with this letter of transmittal (the "Letter of Transmittal"), constitute the Issuer's offer to exchange $1,000 of principal amount of its Senior Notes due 2018 (the "Exchange Notes"), all of which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for each $1,000 principal amount of its outstanding Senior Notes due 2018 (the "Existing Notes"), of which $625,000,000 aggregate principal amount is outstanding. The Exchange Offer is being made to each registered holder of outstanding Existing Notes, or persons who hold Existing Notes through The Depository Trust Company ("DTC"), including beneficial owners (the "Beneficial Owners") of the outstanding Existing Notes ("DTC Participants" and, together with such registered holders, the "Holders").

        The terms of the Exchange Offer set forth in the Prospectus, including under "The Exchange Offer" and "Certain U.S. Federal Income Tax Considerations," are incorporated herein by reference and form part of the terms and conditions of this Letter of Transmittal.

        By execution hereof, if required, or by otherwise participating in the Exchange Offer in accordance with the instructions contained in the Prospectus and this Letter of Transmittal, the undersigned acknowledges receipt of the Prospectus and this Letter of Transmittal and accepts the terms and conditions contained therein and herein.

        The Exchange Offer is not being made to, nor will tenders of Existing Notes be accepted from, Holders in any jurisdiction in which the making or acceptance of the Exchange Offer would not be in compliance with the laws of such jurisdiction.

This Letter of Transmittal is being supplied only for informational purposes to persons who directly hold Existing Notes in book-entry form through the facilities of DTC. Exchange of the Existing Notes held through DTC must be made pursuant to the procedures described in the Prospectus under the heading "The Exchange Offer—Procedure for Exchanging Existing Notes."

        This Letter of Transmittal should be completed, executed and delivered by Beneficial Owners upon instruction to do so from such Beneficial Owner's bank, broker, dealer, trust company, or other nominee.

        To validly participate in the Exchange Offer, DTC Participants must, as applicable, (i) deliver Existing Notes by means of book-entry transfer into the applicable DTC account of Wells Fargo Bank, National Association, in its capacity as the Exchange Agent ("Wells Fargo"), and (ii) transmit electronic confirmation through ATOP (as described below), whereby an Agent's Message (as described below) will be sent to Wells Fargo.

        The Exchange Offer is being conducted using DTC's Automated Tender Offer Program ("ATOP"). Accordingly, DTC Participants holding Existing Notes through DTC must exchange their Existing Notes in accordance with DTC's ATOP procedures. Since all Existing Notes must be exchanged by book-entry transfer to the applicable DTC account of Wells Fargo, the Beneficial Owner's bank, broker, dealer, trust company, or other nominee must execute the applicable action through ATOP. Financial institutions that are DTC Participants must execute exchanges through ATOP by transmitting acceptances of the Exchange Offer to DTC on or prior to the Expiration Time.

        DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the exchanged Existing Notes into the applicable DTC account of Wells Fargo and send to Wells Fargo a "book-entry confirmation," which shall include a message (the "Agent's Message") transmitted by DTC to and received by Wells Fargo and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgment from a DTC Participant participating in the Exchange Offer that the DTC Participant has received and agrees to be bound by the terms of the Letter of Transmittal as

2

though a signatory thereof and that the Issuer and its transferees may enforce such agreement against the DTC Participant.

INSTRUCTIONS TO DTC PARTICIPANTS

As described above, the Exchange Offer is being conducted through ATOP. DTC PARTICIPANTS SHOULD NOT SEND COMPLETED COPIES OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT OR THE ISSUER UNLESS SEPARATELY INSTRUCTED TO DO SO. The following instructions for completing this Letter of Transmittal apply only to the extent DTC Participants are required or wish to complete this Letter of Transmittal for internal record-keeping or other purposes (or are separately instructed to do so).

        In order to properly complete this letter of transmittal, a holder of Existing Notes must:

•

complete the box entitled "Description of Existing Notes,"

•

if appropriate, check and complete the boxes relating to guaranteed delivery, "Special Issuance Instructions" and "Special Delivery Instructions," and

•

sign the letter of transmittal.

INSTRUCTIONS TO BENEFICIAL OWNERS

This Letter of Transmittal should be completed, executed and delivered by Beneficial Owners upon instruction to do so from such Beneficial Owner's bank, broker, dealer, trust company, or other nominee.

        In order to properly complete this letter of transmittal a Beneficial Owner of Existing Notes must:

•

complete the box entitled "Description of Existing Notes,"

•

if appropriate, check and complete the boxes relating to guaranteed delivery, "Special Issuance Instructions" and "Special Delivery Instructions,"

•

sign the letter of transmittal, and

•

complete IRS Form W-9 or other withholding forms described herein, as applicable.

        If a holder desires to tender notes pursuant to the exchange offer and (1) certificates representing such notes are not immediately available, (2) time will not permit this letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed on or prior to the expiration date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures described in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures" are followed. See Instruction 1 below.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL OR CHECKING ANY BOX BELOW. The instructions included with this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal, the Notice of Guaranteed Delivery and related documents may be directed to Wells Fargo Bank, National Association, at the address and telephone number set forth on the cover page of this letter of transmittal. See instruction 11 below.

3

        List below the Existing Notes to which this letter of transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this letter of transmittal. Tenders of Existing Notes will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000.

DESCRIPTION OF EXISTING NOTES
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) (PLEASE FILL-IN)		CERTIFICATE NUMBER(S)*	AGGREGATE PRINCIPAL AMOUNT REPRESENTED**	PRINCIPAL AMOUNT TENDERED**
TOTAL PRINCIPAL AMOUNT OF EXISTING NOTES
*	Need not be completed by holders delivering by book-entry transfer (see below).
**	Unless otherwise indicated in the column "Principal Amount Tendered" and subject to the terms and conditions of the exchange offer, the holder will be deemed to have tendered the entire aggregate principal amount represented by each note listed above and delivered to the exchange agent. See Instruction 4.

4

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES BELOW

o

CHECK HERE IF CERTIFICATES FOR TENDERED EXISTING NOTES ARE ENCLOSED HEREWITH.

o

CHECK HERE IF TENDERED EXISTING NOTES ARE BEING DELIVERED BY BOOK- ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        Account Number with DTC:

        Transaction Code Number:

o

CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED EXSITING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

        Name(s) of Registered Holder(s):

        Window Ticket Number(s) (if any):

        Date of Execution of the Notice of Guaranteed Delivery:

        Name of Eligible Institution that Guaranteed Delivery:

If delivered by Book-Entry Transfer, complete the following:

        Name of Tendering Institution:

        Account Number at DTC:

        Transaction Code Number:

o

CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

            Name:

            Address:

NOTE: SIGNATURES MUST BE PROVIDED BELOW

5

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

DTC Participants identified in an Agent's Message in respect of the Exchange Offer will be deemed to have completed and signed this Letter of Transmittal and accepted the terms of conditions herein. Each such DTC Participant, in addition to each Beneficial Owner who signs this Letter of Transmittal, is referred to herein as an "undersigned."

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Issuer the principal amount of Existing Notes described above. Subject to, and effective upon, the acceptance for exchange of the Existing Notes tendered herewith, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Existing Notes.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the exchange agent also acts as the agent of the Issuer and as trustee under the indentures relating to the Existing Notes) with respect to such tendered notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the prospectus, to (1) deliver certificates representing such tendered notes, or transfer ownership of such notes, on the account books maintained by DTC, and to deliver all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuer upon receipt by the exchange agent, as the undersigned's agent, of the Exchange Notes to which the undersigned is entitled upon the acceptance by the Issuer of such Existing Notes for exchange pursuant to the exchange offer, (2) receive all benefits and otherwise to exercise all rights of beneficial ownership of such Existing Notes, all in accordance with the terms and conditions of the exchange offer, and (3) present such Existing Notes for transfer, and transfer such Existing Notes, on the relevant security register.

        The undersigned hereby represents and warrants that the undersigned (1) owns the notes tendered and is entitled to tender such notes, and (2) has full power and authority to tender, sell, exchange, assign and transfer the Existing Notes and to acquire Exchange Notes issuable upon the exchange of such tendered notes, and that, when the same are accepted for exchange, the Issuer will acquire good, marketable and unencumbered title to the tendered notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Issuer to be necessary or desirable to complete the sale, exchange, assignment and transfer of tendered notes or to transfer ownership of such notes on the account books maintained by DTC. The undersigned has read and agrees to all of the terms of the exchange offer.

        The undersigned understands that tenders of the Existing Notes pursuant to any one of the procedures described in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Existing Notes" and in the instructions to this letter of transmittal will, upon the Issuer's acceptance of the notes for exchange, constitute a binding agreement between the undersigned and the Issuer in accordance with the terms and subject to the conditions of the exchange offer.

        The exchange offer is subject to the conditions set forth in the prospectus under the caption "The Exchange Offer—Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Issuer) as more particularly set forth in the prospectus, the Issuer may not be required to exchange any of the Existing Notes tendered by this letter of transmittal and, in such event, the Existing Notes not exchanged will be returned to the undersigned at the address shown below the signature of the undersigned.

6

        Unless a box under the heading "Special Issuance Instructions" is checked, by tendering Existing Notes and executing this letter of transmittal, the undersigned hereby represents and warrants that:

          (i)  the undersigned or any beneficial owner of the Existing Notes is acquiring the Exchange Notes in the ordinary course of business of the undersigned (or such other beneficial owner);

         (ii)  neither the undersigned nor any beneficial owner is engaging in or intends to engage in a distribution of the Exchange Notes within the meaning of the federal securities laws;

        (iii)  neither the undersigned nor any beneficial owner has an arrangement or understanding with any person or entity to participate in a distribution of the Exchange Notes;

        (iv)  if the undersigned or any beneficial owner is an "affiliate" of the Issuer or the guarantors within the meaning of Rule 405 under the Securities Act and is engaging in or intends to engage in or has an arrangement or understanding with any person to participate in a distribution of the Exchange Notes to be acquired pursuant to the exchange offer, the undersigned or any such other person will not rely on the applicable interpretations of the staff of the SEC and will comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction;

         (v)  if the undersigned is a resident of the State of California, the undersigned falls under the institutional investor exemption set forth under Section 25102(i) of the Corporate Securities Law of 1968 and Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations and is purchasing the Exchange Notes for its own account for investment and not with a view to or for sale in connection with any distribution of the Exchange Notes;

        (vi)  the undersigned and each beneficial owner acknowledges and agrees that any person who is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, or is participating in the exchange offer for the purpose of distributing the Exchange Notes, must comply with the registration and delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes or interests therein acquired by such person and cannot rely on the position of the staff of the Securities and Exchange Commission (the "SEC") set forth in certain no-action letters;

       (vii)  the undersigned and each beneficial owner understands that a secondary resale transaction described in clause (vii) above and any resales of Exchange Notes or interests therein obtained by such holder in exchange for Existing Notes or interests therein originally acquired by such holder directly from the Issuer should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K or the SEC; and

      (viii)  the undersigned is not acting on behalf of any person or entity who could not truthfully make the foregoing representations.

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes; however, by so acknowledging and delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer and Existing Notes held for its own account were not acquired as a result of market-making or other trading activities, such Existing Notes cannot be exchanged pursuant to the exchange offer.

7

        All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death, bankruptcy or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

        Tendered Existing Notes may be withdrawn at any time prior to 5:00 p.m., New York City time on [                      ], 2012 or on such later date or time to which the Issuer may extend the exchange offer.

        Unless otherwise indicated herein under the box entitled "Special Issuance Instructions" below, Exchange Notes, and Existing Notes not tendered or accepted for exchange, will be issued in the name of the undersigned. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, Exchange Notes, and Existing Notes not tendered or accepted for exchange, will be delivered to the undersigned at the address shown below the signature of the undersigned. In the case of a book-entry delivery of notes, the exchange agent will credit the account maintained by DTC with any notes not tendered. The undersigned recognizes that the Issuer have no obligation pursuant to the "Special Issuance Instructions" to transfer any Existing Notes from the name of the registered holder thereof if the Issuer do not accept for exchange any of the principal amount of such Existing Notes so tendered.

        If any tendered Existing Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer or if Existing Notes are submitted for a greater principal amount than the holder desires to exchange, the unaccepted or non-exchanged Existing Notes will be returned without expense to the tendering holder, or in the case of Existing Notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry procedures outlined herein, the non-exchanged Existing Notes will be credited to an account maintained with DTC, in each case, as promptly as practicable after the expiration or termination of the exchange offer.

        The Exchange Notes will bear interest from the most recent interest payment date on which interest has been paid on the Existing Notes. Interest on the Existing Notes accepted for exchange will cease to accrue upon the issuance of the Exchange Notes.

8

PLEASE SIGN HERE
(To Be Completed By All Tendering Holders
of Existing Notes)

        This letter of transmittal must be signed by the registered holder(s) of Existing Notes exactly as their name(s) appear(s) on certificate(s) for Existing Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this letter of transmittal, including such opinions of counsel, certifications and other information as may be required by the Issuer or the trustee for the Existing Notes to comply with the restrictions on transfer applicable to the Existing Notes. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under "Capacity" and submit evidence satisfactory to the exchange agent of such person's authority to so act. See Instruction 5 below. If the signature appearing below is not of the registered holder(s) of the Existing Notes, then the registered holder(s) must sign a valid power of attorney.

X

X

Signature(s) of Holder(s) or Authorized Signatory

Dated: , 2012

Name(s):

Capacity:

Address (including zip code):

Area Code and Telephone Number

9

GUARANTEE OF SIGNATURE(S)
(If required—see Instruction 2 and 5 below)

Certain Signatures Must be Guaranteed by a Signature Guarantor

(Name of Signature Guarantor Guaranteeing Signatures)

(Address (including zip code) and Telephone Number (including area code) of Firm)

(Authorized Signature)

(Printed Name)

(Title)

Dated: , 2012

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 4 through 7)

    To be completed ONLY if (i) certificates for Existing Notes in a principal amount not tendered are to be issued in the name of, or Exchange Notes issued pursuant to the exchange offer are to be issued in the name of, someone other than the person or persons whose name(s) appear(s) within this letter of transmittal or issued to an address different from that shown in the box entitled "Description of Existing Notes" within this letter of transmittal, (ii) Existing Notes not tendered, but represented by certificates tendered by this letter of transmittal, are to be returned by credit to an account maintained at DTC other than the account indicated above or (iii) Exchange Notes issued pursuant to the exchange offer are to be issued by book-entry transfer to an account maintained at DTC other than the account indicated above.

Issue:

o Exchange Notes, to:

o Existing Notes, to:

Name(s)

Address

Telephone Number:

(Taxpayer Identification or Social Security Number)

DTC Account Number:

10

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 Through 7)

    To be completed ONLY if certificates for Existing Notes in a principal amount not tendered, or Exchange Notes, are to be sent to someone other than the person or persons whose name(s) appear(s) within this letter of transmittal to an address different from that shown in the box entitled "Description of Existing Notes" within this letter of transmittal.

Deliver:

o Exchange Notes, to:

o Existing Notes, to:

Name(s)

Address

Telephone Number:

(Taxpayer Identification or Social Security Number)

    Is this a permanent address change? (check one box)

        o Yes        o No

11

INSTRUCTIONS TO LETTER OF TRANSMITTAL
(Forming part of the terms and conditions of the Exchange Offer)

1.    DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES.    The Exchange Offer is being conducted through ATOP. DTC Participants should not send completed copies of this Letter of Transmittal to the Exchange Agent or the Issuer unless separately instructed to do so. The instructions for completing this Letter of Transmittal apply only to the extent DTC Participants are required or wish to complete this Letter of Transmittal for internal record-keeping or other purposes (or are separately instructed to do so). To the extent a DTC Participant is required or wishes to complete this Letter of Transmittal for one of the foregoing purposes or is separately instructed to do so, a separate Letter of Transmittal should be completed for each Beneficial Owner. In addition, this Letter of Transmittal should be completed, executed and delivered by Beneficial Owners upon instruction to do so from such Beneficial Owner's bank, broker, dealer, trust company, or other nominee.

        For a holder to properly tender notes pursuant to the exchange offer, a properly completed and duly executed letter of transmittal (or a manually signed facsimile thereof), together with any signature guarantees and any other documents required by these Instructions, or a properly transmitted agent's message in the case of a book entry transfer, must be received by the exchange agent at its address set forth herein on or prior to the expiration date, and either (1) certificates representing such notes must be received by the exchange agent at its address, or (2) such notes must be transferred pursuant to the procedures for book-entry transfer described in the prospectus under "The Exchange Offer—Book-Entry Transfer" and a book-entry confirmation must be received by the exchange agent prior to the expiration date. A holder who desires to tender notes and who cannot comply with procedures set forth herein for tender on a timely basis or whose notes are not immediately available must comply with the guaranteed delivery procedures discussed below.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE EXISTING NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE ELECTION AND SOLE RISK OF THE HOLDER AND DELIVERY WILL BE DEEMED TO BE MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, HOLDERS SHOULD USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, HOLDERS SHOULD ALLOW FOR SUFFICIENT TIME TO ENSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION OF THE EXCHANGE OFFER AND PROPER INSURANCE SHOULD BE OBTAINED. HOLDERS MAY REQUEST THEIR BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR NOMINEE TO EFFECT THESE TRANSACTIONS FOR SUCH HOLDER. HOLDERS SHOULD NOT SEND ANY NOTE, LETTER OF TRANSMITTAL OR OTHER REQUIRED DOCUMENT TO THE ISSUER.

        If a holder desires to tender notes pursuant to the exchange offer and (1) certificates representing such notes are not immediately available, (2) time will not permit such holder's letter of transmittal, certificates representing such notes or other required documents to reach the exchange agent on or prior to the expiration date, or (3) the procedures for book-entry transfer (including delivery of an agent's message) cannot be completed prior to the expiration date, such holder may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration date if the guaranteed delivery procedures set forth in the prospectus under "The Exchange Offer—Guaranteed Delivery Procedures" are followed. Pursuant to such procedures, (1) the tender must be made by or through an eligible institution (as defined below), (2) a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by the Issuer herewith, or an agent's message with respect to a guaranteed delivery that is accepted by the Issuer, must be received by the exchange agent prior to the expiration date, and (3) the certificates for all physically tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent's account at DTC as described in the prospectus) together with a letter of transmittal (or manually signed facsimile thereof) properly completed and duly executed, with any

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required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent's message, must be received by the exchange agent within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        The notice of guaranteed delivery may be delivered by hand or transmitted by facsimile or mail to the exchange agent and must include a guarantee by an eligible institution in the form set forth in the notice of guaranteed delivery. For Existing Notes to be properly tendered pursuant to the guaranteed delivery procedure, the exchange agent must receive a notice of guaranteed delivery prior to the expiration date. As used herein and in the prospectus, "eligible institution" means a firm which is a member of the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Program or the Stock Exchanges Medallion Program.

2.    GUARANTEE OF SIGNATURES.    Signatures on this letter of transmittal must be guaranteed by an eligible institution unless the notes tendered hereby are tendered (1) by a registered holder of notes (or by a participant in DTC whose name appears on a security position listing as the owner of such notes) who has signed this letter of transmittal and who has not completed any of the boxes entitled "Special Issuance Instructions" or "Special Delivery Instructions," on the letter of transmittal, or (2) for the account of an eligible institution. If the notes are registered in the name of a person other than the signer of the letter of transmittal or if notes not tendered are to be returned to, or are to be issued to the order of a person other than the registered holder, or if notes not tendered are to be sent to someone other than the registered holder, then the signature on this letter of transmittal accompanying the tendered notes must be guaranteed as described above. Beneficial owners whose notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if they desire to tender notes. See "The Exchange Offer—Procedures for Tendering Existing Notes" in the prospectus.

3.    WITHDRAWAL OF TENDERS.    Except as otherwise provided in the prospectus, tenders of notes may be withdrawn at any time on or prior to the expiration date. For a withdrawal of tendered notes to be effective, a written notice of withdrawal must be received by the exchange agent prior to the expiration date at its address set forth on the cover of this letter of transmittal. Any such notice of withdrawal must (1) specify the name of the person who tendered the notes to be withdrawn, (2) identify the notes to be withdrawn, including the aggregate principal amount represented by such notes, (3) where certificates for the notes have been transmitted, the name of the registered holder of such notes, if different from that of the person who tendered such notes, and (4) be signed by the holder of such notes in the same manner as the original signature on the letter of transmittal by which such notes were tendered (including any required signature guarantees), or be accompanied by (i) documents of transfer sufficient to have the trustee register the transfer of the notes into the name of the person withdrawing such notes, and (ii) a properly completed irrevocable proxy authorizing such person to effect such withdrawal on behalf of such holder (unless the notes were tendered by book entry transfer), and (4) specify the name in which any such notes are to be registered, if different from that of the registered holder. If the notes were tendered pursuant to the procedures for book-entry transfer sent forth in "The Exchange Offer—Procedures for Tendering Existing Notes," the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Existing Notes and must otherwise comply with the procedures of DTC. If certificates for Existing Notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless such holder is an eligible institution. If the notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written or facsimile notice of such withdrawal even if physical release is not yet effected.

        Any permitted withdrawal of notes may not be rescinded. Any notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the exchange offer. However, properly

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withdrawn notes may be retendered by following one of the procedures described in the prospectus under the caption "The Exchange Offer—Procedures for Tendering Existing Notes" at any time prior to the expiration date.

        All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuer, in their sole discretion, which determination shall be final and binding on all parties. Neither the Issuer, any affiliates of the Issuer, the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

4.    PARTIAL TENDERS.    Tenders of notes pursuant to the exchange offer will be accepted only in principal amounts equal to $1,000 or integral multiples of $1,000. If less than the entire principal amount of any notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the principal amount tendered in the last column of the box entitled "Description of Existing Notes" herein. The entire principal amount represented by the certificates for all notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all notes held by the holder is not tendered, new certificates for the principal amount of notes not tendered and Exchange Notes issued in exchange for any notes tendered and accepted will be sent (or, if tendered by book-entry transfer, returned by credit to the account at DTC designated herein) to the holder unless otherwise provided in the appropriate box on this letter of transmittal (see Instruction 6), as soon as practicable following the expiration date.

5.    SIGNATURE ON THIS LETTER OF TRANSMITTAL; POWERS OF ATTORNEY AND ENDORSEMENTS; GUARANTEE OF SIGNATURES.    If this letter of transmittal is signed by the registered holder(s) of the Existing Notes tendered hereby, the signature must correspond exactly with the name(s) as written on the face of certificates without alteration, enlargement or change whatsoever. If this letter of transmittal is signed by a participant in DTC whose name is shown as the owner of the notes tendered hereby, the signature must correspond with the name shown on the security position listing the owner of the notes.

        If any of the notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

        If any tendered notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many copies of this letter of transmittal and any necessary accompanying documents as there are different names in which certificates are held.

        If this letter of transmittal is signed by the holder, and the certificates for any principal amount of notes not tendered are to be issued (or if any principal amount of notes that is not tendered is to be reissued or returned) to or, if tendered by book-entry transfer, credited to the account of DTC of the registered holder, and Exchange Notes exchanged for Existing Notes in connection with the exchange offer are to be issued to the order of the registered holder, then the registered holder need not endorse any certificates for tendered notes nor provide a separate power of attorney. In any other case (including if this letter of transmittal is not signed by the registered holder), the registered holder must either properly endorse the certificates for notes tendered or transmit a separate properly completed power of attorney with this letter of transmittal (in either case, executed exactly as the name(s) of the registered holder(s) appear(s) on such notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of notes, exactly as the name(s) of the participant(s) appear(s) on such security position listing), with the signature on the endorsement or power of attorney guaranteed by an eligible institution, unless such certificates or powers of attorney are executed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer or the trustee for the Existing Notes may require in accordance with the restrictions on transfer applicable to the Existing Notes. See Instruction 2.

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        Endorsements on certificates for notes and signatures on powers of attorney provided in accordance with this Instruction 5 by registered holders not executing this letter of transmittal must be guaranteed by an eligible institution. See Instruction 2.

        If this letter of transmittal or any certificates representing notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by Issuer or the exchange agent, proper evidence satisfactory to the Issuer, in their sole discretion, of their authority so to act must be submitted with this letter of transmittal.

6.    SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.    Tendering holders should indicate in the applicable box or boxes the name and address to which notes for principal amounts not tendered or Exchange Notes exchanged for Existing Notes in connection with the exchange offer are to be issued or sent, if different from the name and address of the holder signing this letter of transmittal. In the case of issuance in a different name, the taxpayer-identification number of the person named must also be indicated. Holders tendering by book-entry transfer may request that Existing Notes not exchanged be credited to such account maintained at DTC as such holder may designate. If no instructions are given, notes not tendered will be returned to the registered holder of the notes tendered. For holders of notes tendered by book-entry transfer, notes not tendered will be returned by crediting the account at DTC designated above.

7.    TAXPAYER IDENTIFICATION NUMBER AND IRS FORM W-9.Backup Withholding; IRS Form W-9, IRS Form W-8. U.S. federal income tax laws generally require that an exchanging owner of an Existing Note that is a U.S. person (a "U.S. holder") provide the exchange agent with such U.S. holder's correct Taxpayer Identification Number ("TIN") on IRS Form W-9, Request for Taxpayer Identification Number and Certification, attached hereto (the "IRS Form W-9"), which in the case of a U.S. holder who is an individual, is his or her social security number. If the exchanging holder is a nonresident alien or a foreign entity, other requirements (as described below) will apply. If the exchange agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such exchanging U.S. holder may be subject to certain penalties imposed by the IRS. In addition, failure to provide the exchange agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on payments made to the U.S. holder or other payee pursuant to the Exchange Offer at a current rate of 28%. If withholding results in an overpayment of taxes, the U.S. holder may obtain a refund or credit from the IRS if the required information is timely provided to the IRS.

        Certain U.S. holders (including, among others, all corporations) are not subject to these backup withholding requirements. See the attached IRS Form W-9 and related instructions attached hereto (the "W-9 Guidelines") for additional instructions.

        To prevent backup withholding, each exchanging U.S. holder (including a resident alien) must provide its correct TIN by completing the IRS Form W-9 attached hereto, certifying, under penalties of perjury, that such holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such holder is awaiting a TIN) and that such U.S. holder is not subject to backup withholding. If the Existing Notes are in more than one name or are not in the name of the actual owner, the U.S. holder should consult the W-9 Guidelines for information on which TIN to report. If a U.S. holder does not have a TIN, such U.S. holder should consult the W-9 Guidelines for instructions on applying for a TIN, write "Applied For" in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing "Applied For" on the IRS Form W-9 means that the U.S. holder has already applied for a TIN or that the U.S. holder intends to apply for one in the near future. Failure to provide a TIN to the exchange agent prior to or at the time a payment is made pursuant to the Exchange Offer, will result in backup withholding until a TIN is provided.

        An exchanging holder that is a non-resident alien or a foreign entity (a "Non-U.S. holder") must submit the appropriate completed IRS Form W-8 to avoid backup withholding. The appropriate form

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may be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent at one of the addresses on the face of this Letter of Transmittal.

8.    TRANSFER TAXES.    The Issuer will pay all transfer taxes, if any, required to be paid by the Issuer in connection with the exchange of the Existing Notes for the Exchange Notes. If, however, Exchange Notes, or Existing Notes for principal amounts not tendered or accepted for exchange, are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Existing Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of the Existing Notes in connection with the exchange offer, then the amount of any transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of the transfer taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

9.    MUTILATED, LOST, STOLEN OR DESTROYED EXISTING NOTES.    If any certificate representing Existing Notes has been mutilated, lost, stolen or destroyed, the holder should promptly contact the exchange agent at the address indicated above. The holder will then be instructed as to the steps that must be taken in order to replace the certificate. This letter of transmittal and related documents cannot be processed until the procedures for replacing mutilated, lost, stolen or destroyed certificates have been followed.

10.    IRREGULARITIES.    All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of any tenders of notes pursuant to the procedures described in the prospectus and the form and validity of all documents will be determined by the Issuer, in their sole discretion, which determination shall be final and binding on all parties. The Issuer reserve the absolute right, in their sole and absolute discretion, to reject any or all tenders of any notes determined by them not to be in proper form or the acceptance of which may, in the opinion of the Issuer's counsel, be unlawful. The Issuer also reserves the absolute right, in its sole discretion subject to applicable law, to waive or amend any of the conditions of the exchange offer or to waive any defect or irregularity in the tender of any particular notes, whether or not similar defects or irregularities are waived in the case of other tenders. The Issuer's interpretations of the terms and conditions of the exchange offer (including, without limitation, the instructions in this letter of transmittal) shall be final and binding. No alternative, conditional or contingent tenders will be accepted. Unless waived, any irregularities in connection with tenders must be cured within such time as the Issuer shall determine. Each tendering holder, by execution of a letter of transmittal (or a manually signed facsimile thereof), waives any right to receive any notice of the acceptance of such tender. Tenders of such notes shall not be deemed to have been made until such irregularities have been cured or waived. Any notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless such holders have otherwise provided herein, promptly following the expiration date. None of the Issuer, any of its affiliates, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in such tenders or will incur any liability to holders for failure to give such notification.

11.    REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.    Questions relating to the procedure for tendering, as well as requests for assistance or additional copies of the prospectus, this letter of transmittal and the notice of guaranteed delivery may be directed to the exchange agent at the address and telephone number set forth above. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH CERTIFICATES FOR EXISTING NOTES OR A BOOK ENTRY-CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.

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Form       W-9
(Rev. December 2011)
  
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
        See Specific Instructions on page 2.

Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax
classification (required):    o Individual/sole proprietor    o C Corporation    o S Corporation    o Partnership    o Trust/estate
		o Exempt payee
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > .....
o Other (see instructions) >
Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on the "Name" line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]-[  ][  ]-[  ][  ][  ][  ]

Employer identification number
[  ][  ]-[  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

     Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

     1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

     2. Certify that you are not subject to backup withholding, or

     3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 12-2011)

Form W-9 (Rev. 12-2011) Page 2

     The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

     If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

     1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

     2. The treaty article addressing the income.

     3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

     4. The type and amount of income that qualifies for the exemption from tax.

     5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

     If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

     You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

     1. You do not furnish your TIN to the requester,

     2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

     3. The IRS tells the requester that you furnished an incorrect TIN,

     4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

     5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

     Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

     Also see Special rules for partnerships on page 1.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

     If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name/disregarded entity name" line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the "Name" line and any business, trade, or "doing business as (DBA) name" on the "Business name/disregarded entity name" line.

Disregarded entity. Enter the owner's name on the "Name" line. The name of the entity entered on the "Name" line should never be a disregarded entity. The name on the "Name" line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the "Name" line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the "Business name/disregarded entity name" line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the "Name" line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the "Name" line is an LLC, check the "Limited liability company" box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter "P" for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter "C" for C corporation or "S" for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the "Name" line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the "Name" line.

Form W-9 (Rev. 12-2011) Page 3

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name/ disregarded entity name" line.

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the "Business name/ disregarded entity name," sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

     The following payees are exempt from backup withholding:

     1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

     2. The United States or any of its agencies or instrumentalities,

     3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

     4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

     5. An international organization or any of its agencies or instrumentalities.

     Other payees that may be exempt from backup withholding include:

     6. A corporation,

     7. A foreign central bank of issue,

     8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

     9. A futures commission merchant registered with the Commodity Futures Trading Commission,

     10. A real estate investment trust,

     11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

     12. A common trust fund operated by a bank under section 584(a),

     13. A financial institution,

     14. A middleman known in the investment community as a nominee or custodian, or

     15. A trust exempt from tax under section 664 or described in section 4947.

     The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

     If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

     If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

     If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

     For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the "Name" line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

Form W-9 (Rev. 12-2011) Page 4

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner 3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))		The grantor*
For this type of account:			Give name and EIN of:
7.	Disregarded entity not owned by an individual		The owner
8.	A valid trust, estate, or pension trust		Legal entity 4
9.	Corporate or LLC electing corporate status on Form 8832 or Form 2553		The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
11.	Partnership or multi-member LLC		The partnership
12.	A broker or registered nominee		The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))		The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or "DBA" name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

     To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

     If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

     If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

     For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

     Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

     The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

     If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

     Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

EX-99.2

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Exhibit 99.2

Station Casinos LLC

Offer to Exchange Any and All Outstanding
Senior Notes Due 2018 (The "Existing Notes")
($625,000,000 In Aggregate Principal Amount Outstanding)

For

Senior Notes Due 2018 (The "Exchange Notes")

And

Guarantees Of The Exchange Notes By
NP Boulder LLC, NP Red Rock LLC, NP Palace LLC, NP Sunset LLC,
NP Development LLC and NP Losee Elkhorn Holdings LLC,

each a wholly-owned subsidiary of Station Casinos LLC.

Pursuant to the Prospectus Dated [                        ], 2012

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                        ], 2012, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE").

[                        ], 2012

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        Enclosed for your consideration is a Prospectus (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") which together describe the offer (the "Exchange Offer") by Station Casinos LLC, a Nevada limited liability company (the "Company"), to exchange its registered Senior Notes due 2018 (the "Exchange Notes") for any and all of its outstanding Senior Notes due 2018 (the "Existing Notes"). Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Prospectus.

        We are requesting that you contact your clients for whom you hold Existing Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Existing Notes registered in your name or in the name of your nominee, or who hold Existing Notes registered in their own names, we are enclosing the following documents:

1.

Prospectus dated [                        ], 2012;



2.

The Letter of Transmittal for your use and for the information of your clients;



3.

A form of letter which may be sent to your clients for whose account you hold Existing Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer;



4.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and



5.

Return envelopes addressed to Wells Fargo Bank, National Association (the Exchange Agent) for the Existing Notes.

We urge you to contact your clients as promptly as possible. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on [                        ], 2012, unless extended.

        The Company will not pay any fees or commissions to any broker, dealer, commercial bank, trust company or other person in connection with the solicitation of tenders of Existing Notes pursuant to the Exchange Offer. The Company, upon request, will reimburse brokers, dealers, commercial banks, and trust companies for reasonable and customary mailing and handling expenses incurred by them in

forwarding any of the enclosed materials to their clients. The Company will pay all transfer taxes to exchange and transfer the Exchange Notes pursuant to the Exchange Offer, except as otherwise provided in Instruction 11 of the Letter of Transmittal.

        To participate in the Exchange Offer, a duly executed and promptly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, should be sent to the Exchange Agent and certificates representing the Existing Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

        Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to Wells Fargo Bank, National Association, the Exchange Agent, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

STATION CASINOS LLC

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENT SHALL CONSTITUTE YOU AS THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

Station Casinos LLC

Offer to Exchange Any and All Outstanding
Senior Notes Due 2018 (The "Existing Notes")
($625,000,000 In Aggregate Principal Amount Outstanding)

For

Senior Notes Due 2018 (The "Exchange Notes")

And

Guarantees Of The Exchange Notes By
NP Boulder LLC, NP Red Rock LLC, NP Palace LLC, NP Sunset LLC,
NP Development LLC and NP Losee Elkhorn Holdings LLC,

each a wholly-owned subsidiary of Station Casinos LLC.

Pursuant to the Prospectus Dated [                                    ], 2012

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                                                 ], 2012, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE").

[                                    ], 2012

To Our Clients:

        Enclosed for your consideration is a Prospectus (the "Prospectus") and a Letter of Transmittal (the "Letter of Transmittal") which together describe the offer (the "Exchange Offer") by Station Casinos LLC, a Nevada limited liability company (the "Company"), to exchange its registered Senior Notes due 2018 (the "Exchange Notes") for any and all of its outstanding Senior Notes due 2018 (the "Existing Notes"). Capitalized terms used herein and not defined herein shall have the meanings assigned to them in the Prospectus.

        WE ARE THE HOLDER OF RECORD OF THE EXISTING NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER OF SUCH EXISTING NOTES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER EXISTING NOTES HELD BY US FOR YOUR ACCOUNT.

        We request instructions as to whether you wish to have us tender Existing Notes on your behalf in respect of any or all of the Existing Notes held by us for your account, upon the terms and subject to the conditions of the Exchange Offer.

        Your attention is directed to the following:

1.

The exchange offer is for any and all Existing Notes.



2.

The exchange offer is subject to conditions described in "The Exchange Offer—Conditions of the Exchange Offer" in the prospectus.



3.

The exchange offer expires at 5:00 p.m., New York City time, on [                ], 2012, unless extended or earlier terminated.

        If you wish to have us tender any or all of your Existing Notes held by us for your account upon the terms set forth in the Prospectus and Letter of Transmittal, please so instruct us by completing,

executing and returning to us the Instruction Form contained in this letter. An envelope in which to return your instructions to us is enclosed. If you authorize the tender of your Existing Notes, all such Existing Notes will be tendered unless otherwise specified on the Instruction Form. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION DATE.

Note to the undersigned: None of the Existing Notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided above, your signature(s) on this instructions page will constitute an instruction to us directing us to tender all the Existing Notes held by us for your account.

INSTRUCTION FORM WITH RESPECT TO THE EXCHANGE OFFER

Station Casinos LLC

Offer to Exchange Any and All Outstanding
Senior Notes Due 201 (The "Existing Notes")
($625,000,000 In Aggregate Principal Amount Outstanding)
For
Senior Notes Due 2018 (The "Exchange Notes")
And
Guarantees Of The Exchange Notes By
NP Boulder LLC, NP Red Rock LLC, NP Palace LLC, NP Sunset LLC,
NP Development LLC and NP Losee Elkhorn Holdings LLC,

each a wholly-owned subsidiary of Station Casinos LLC.

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                                                 ], 2012, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE").

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to in your letter relating to the exchange offer (the "Offer Documents") made by Station Casinos LLC, a Nevada limited liability company, with respect to the Existing Notes. This will instruct you to tender the principal amount of Existing Notes indicated below (or, if no number is indicated below, the entire aggregate principal amount of Existing Notes) which are held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer Documents.

Aggregate Principal Amount of Notes to be Tendered:* $                                    

Dated:                                     , 2012

SIGN HERE

Signature(s):

Please print name(s):

Address:

Area Code and Telephone Number:

Taxpayer Identification or Social Security Number:

*

Unless otherwise indicated, it will be assumed that the entire principal amount of the Existing Notes held by us for your account are to be tendered for purchase. The minimum permitted tender is $1,000 principal amount of Existing Notes, and all tenders must be in integral multiples of $1,000.

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Exhibit 99.3

EX-99.4

Exhibit 99.4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2011
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the transition period from                                    to                                     .

Commission file number 000-54193

STATION CASINOS LLC

(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization) 27-3312261
(I.R.S. Employer Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada 89135

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (702) 495-3000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Voting Units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No x

The aggregate market value of the voting units held by non-affiliates (all other persons other than executive officers or directors) of the registrant as of June 30, 2011 was $0.

As of February 29, 2012, 100 shares of the registrant’s voting units were outstanding and 100 shares of the registrant’s non-voting units were outstanding.

Documents Incorporated by Reference

None.

TABLE OF CONTENTS

	FORWARD LOOKING STATEMENTS	1
	PART I
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	17
ITEM 1B.	UNRESOLVED STAFF COMMENTS	25
ITEM 2.	PROPERTIES	25
ITEM 3.	LEGAL PROCEEDINGS	27
ITEM 4.	MINE SAFETY DISCLOSURES	27
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	28
ITEM 6.	SELECTED FINANCIAL DATA	28
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	53
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	55
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	121
ITEM 9A.	CONTROLS AND PROCEDURES	121
ITEM 9B.	OTHER INFORMATION	122
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	122
ITEM 11.	EXECUTIVE COMPENSATION	125
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	131
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	133
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	135
	PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	136
	SIGNATURES	140

i

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements. Such statements contain words such as “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “may,” “will,” “might,” “should,” “could,” “would,” “seek,” “pursue,” and “anticipate” or the negative or other variation of these or similar words, or may include discussions of strategy or risks and uncertainties. Forward-looking statements in this Annual Report on Form 10-K include, among other things, statements concerning:

·projections of future results of operations or financial condition;

·expectations regarding our business and results of operations of our existing casino properties and prospects for future development;

·expenses and our ability to operate efficiently;

·expectations regarding trends that will affect our market and the gaming industry generally and the impact of those trends on our business and results of operations;

·our ability to comply with the covenants in the agreements governing our outstanding indebtedness;

·our ability to meet our projected debt service obligations, operating expenses, and maintenance capital expenditures;

·expectations regarding the availability of capital resources, including our ability to refinance our outstanding indebtedness;

·our intention to pursue development opportunities and acquisitions and obtain financing for such development and acquisitions; and

·the impact of regulation on our business and our ability to receive and maintain necessary approvals for our existing properties and future projects.

Any forward-looking statement is based upon a number of estimates and assumptions that, while considered reasonable by us, is inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are subject to change. Actual results of operations may vary materially from any forward-looking statement made herein. Forward-looking statements should not be regarded as a representation by us or any other person that the forward-looking statements will be achieved. Undue reliance should not be placed on any forward-looking statements. Some of the contingencies and uncertainties to which any forward-looking statement contained herein is subject include, but are not limited to, the following:

·the economic downturn, and in particular the economic downturn in Nevada, and its effect on consumer spending and our business;

·the effects of intense competition that exists in the gaming industry;

·the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;

·our substantial outstanding indebtedness and effect of our significant debt service requirements on our operations and ability to compete;

·the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;

·the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;

·risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;

·general business conditions including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, and general economic conditions, including interest rates, on our business and results of operations;

·adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves; and

·risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns and construction delays.

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For additional contingencies and uncertainties, see Item 1A. Risk Factors.

Given these risks and uncertainties, we can give no assurances that results contemplated by any forward-looking statements will in fact occur and therefore caution investors not to place undue reliance on them. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Annual Report on Form 10-K might not occur.

MARKET AND INDUSTRY DATA

Some of the market and industry data contained in this Annual Report on Form 10-K are based on independent industry publications or other publicly available information. Although we believe that these independent sources are reliable, we have not independently verified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market and industry data contained herein, and our beliefs and estimates based on such data, may not be reliable.

Unless otherwise noted, references to the “Company,” “Station,” “we,” “us” and “our” refer to Station Casinos LLC and its consolidated subsidiaries for periods following the Effective Date (as defined herein) and to Station Casinos, Inc. and its consolidated subsidiaries for periods prior to the Effective Date. The terms “STN” and “STN Predecessor” refer to Station Casinos, Inc. and its subsidiaries prior to the Effective Date.

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PART I

ITEM 1.BUSINESS

Introduction

We are a gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties under the Station and Fiesta brands and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage Gun Lake Casino in Allegan County, Michigan.

We operate our properties under four distinct brand categories: Luxury (Red Rock and Green Valley Ranch), Casual Classic (Station), Value (Fiestas) and Neighborhood (Wildfire and Barley’s). All of these brand categories offer convenience and choices to residents throughout the Las Vegas valley with our strategically located portfolio of properties. Each of our properties caters primarily to local Las Vegas area residents. We believe that our out-of-town patrons are also discerning customers who enjoy a value-oriented, high-quality experience. We believe that our patrons view our hotel and casino product as a preferable alternative to attractions located on the Las Vegas Strip and in downtown Las Vegas.

Our principal source of revenue and operating income is gaming, primarily slot revenue, and we use our non-gaming amenities to drive customer traffic to our casino properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

We believe the high-quality entertainment experience we provide our customers also differentiates us from our competitors. Our casino properties are conveniently located throughout the Las Vegas valley and provide our customers a wide variety of entertainment and dining options. We believe we surpass our competitors in offering casino patrons the newest and most popular slot and video games featuring the latest technology.

Our principal executive offices are at 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135. The telephone number for our executive offices is (702) 495-3000. Our internet website is www.stationcasinos.com.

Business Strategy

Our operating strategy emphasizes attracting and retaining customers primarily from the Las Vegas locals market and, to a lesser extent, out-of-town visitors. Our properties attract customers through:

·innovative, frequent and high-profile promotional programs directed towards the Las Vegas locals market;

·convenient locations;

·offering our customers the latest in slot and video poker technology;

·focused marketing efforts targeting our extensive customer database; and

·development of strong relationships with specifically targeted travel wholesalers in addition to convention business.

The Las Vegas locals market is very competitive, and we compete with both large hotel casinos in Las Vegas and smaller gaming-only establishments throughout the Las Vegas valley.

Provide a High-Value Experience. Because we target repeat customers, we are committed to providing a high-value entertainment experience for the customers in our restaurants, hotels, casinos and other entertainment amenities. We have developed regional entertainment destinations for locals that include other amenities such as spas, movie theaters, bowling centers, ice skating, live entertainment venues and child care facilities. We believe the value offered by the restaurants at each of our casino properties is a major factor in attracting local gaming customers, as dining is a primary motivation for casino visits by many locals. Through their restaurants, each of which has a distinct style of cuisine, our casino properties offer generous portions of high-quality food at reasonable prices. Our operating strategy focuses on slot and video poker machine play. Our target market consists of frequent gaming patrons who seek a friendly atmosphere and convenience. Because locals and repeat visitors demand variety and quality in their slot and video poker machine play, we offer the latest in slot and video poker technology at our casino properties. As part of our commitment to providing a quality entertainment experience for our patrons, we are dedicated to ensuring a high level of customer satisfaction and loyalty by providing attentive customer service in a friendly, casual atmosphere.

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Marketing and Promotion. We employ an innovative marketing strategy that utilizes frequent high-profile promotional programs in order to attract customers and establish a high level of name recognition. In addition to advertising through television, radio and newspaper, we have created and sponsored promotions that have become a tradition in the locals market, such as our Jumbo Brand products and our annual Great Giveaway promotion.

Our Boarding Pass player rewards program allows guests to earn points based on their level of gaming activity. Participants in the program can redeem points at any of our Las Vegas-area properties for cash and complimentary slot play, food, beverage, hotel rooms, movie passes, entertainment tickets, and merchandise.

We are heavily focused on using cutting-edge technology to drive customer traffic with products such as our Jumbo Brand products, which include “Jumbo Pennies,” “Jumbo Bingo,” “Jumbo Keno” and “Jumbo Hold’Em.” Our other products include “Xtra Play Cash” and “Sports Connection,” among others. We believe that these products create sustainable competitive advantages and will continue to distinguish us from our competition.

Employee Relations. Station began as a family-run business in 1976 and has maintained close-knit relationships amongst its management and endeavors to instill among its employees this same sense of loyalty. Toward this end, we take a hands-on approach through active and direct involvement with employees at all levels. We believe we have very good employee relations.

Properties

Set forth below is certain information as of December 31, 2011 concerning our properties, which are more fully described following the table.

	HotelRooms	Slots (1)	GamingTables (2)	ParkingSpaces (3)	Acreage
Major Casino Properties
Red Rock	811	2,989	58	5,500	64
Palace Station	1,011	1,633	44	3,000	30
Boulder Station	300	2,803	33	3,300	54
Sunset Station	457	2,464	39	5,800	82
Green Valley Ranch	495	2,395	48	4,000	40
Texas Station	201	2,005	27	4,700	47
Santa Fe Station	200	2,709	39	5,200	39
Fiesta Rancho	100	1,416	15	2,800	25
Fiesta Henderson	224	1,594	18	3,400	46
Other Properties
Wild Wild West	260	195	6	592	19
Wildfire Rancho	—	214	—	265	5
Wildfire Boulder	—	173	—	230	2
Gold Rush	—	146	—	123	1
Lake Mead Casino	—	85	—	64	3
Barley’s (50% owned)	—	199	—	—	—
The Greens (50% owned)	—	35	—	—	—
Wildfire Lanes (50% owned)	—	199	—	—	—

(1)Includes slot and video poker machines and other coin-operated devices.

(2)Generally includes blackjack (“21”), craps, roulette, pai gow poker, mini baccarat, let it ride, three-card poker, and wild hold’em. Our Major Casino Properties also offer a keno lounge with the exception of Green Valley Ranch, a bingo parlor with the exception of Green Valley Ranch and a race and sports book. Our Other Properties offer a sports book with the exception of Lake Mead Casino and The Greens.

(3)Includes covered parking spaces of 3,000 for Red Rock, 1,500 for Palace Station, 1,500 for Boulder Station, 2,100 for Sunset Station, 2,200 for Green Valley Ranch, 2,400 for Texas Station, 3,600 for Santa Fe Station, 500 for Fiesta Rancho and 1,500 for Fiesta Henderson.

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Major Casino Properties

Red Rock

Red Rock, which opened in April 2006, is strategically located on Charleston Boulevard at the Interstate 215/Charleston interchange in the Summerlin master-planned community in Las Vegas, Nevada. Red Rock features an elegant desert oasis theme with a contemporary design offering 811 hotel rooms featuring luxury amenities. In addition to its standard guest rooms, the hotel offers six styles of suites, including one-of-a-kind custom villas and penthouse suites. Additional non-gaming amenities include nine full-service restaurants, a 16-screen movie theater complex, 94,000 square feet of meeting and convention space, a full-service spa, a 72-lane bowling center and a Kid’s Quest child care facility. Red Rock’s nine full-service restaurants have a total of approximately 1,600 seats and include Hachi (a contemporary Japanese restaurant), T-bones Chophouse, Terra Rossa (an Italian restaurant), Cabo Mexican Restaurant, the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbecue, American and Chinese cuisines), Sand Bar, Yard House and LBS: A Burger Joint (a gourmet burger restaurant). In addition, Red Rock features numerous bars and lounges including Rocks Lounge offering free live entertainment, Onyx Bar, Sand Bar and Lucky Bar. Red Rock also offers a variety of fast-food outlets.

Palace Station

Palace Station is strategically located at the intersection of Sahara Avenue and Interstate 15, one of Las Vegas’ most heavily traveled areas. Palace Station is a short distance from McCarran International Airport and from major attractions on the Las Vegas Strip and downtown Las Vegas. Palace Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including newly remodeled hotel rooms, seven full-service restaurants, a 275-seat entertainment lounge, four additional bars, two swimming pools, an approximately 20,000-square-foot banquet and convention center, a gift shop and a non-gaming video arcade. Palace Station’s seven full-service restaurants have a total of approximately 1,300 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbecue, American and Chinese cuisines), The Broiler Steaks and Seafood, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, an Oyster Bar and Food Express Chinese Restaurant. In addition to these restaurants, Palace Station offers various fast-food outlets and the Louie Anderson Theater featuring Bonkers Comedy Club.

Boulder Station

Boulder Station, which opened in August 1994, is strategically located on Boulder Highway, immediately adjacent to the Interstate 515 interchange. We believe that Boulder Station’s highly visible location at this well-traveled intersection offers a competitive advantage relative to the other hotels and casinos located on Boulder Highway. Boulder Station is located approximately four miles east of the Las Vegas Strip and approximately four miles southeast of downtown Las Vegas. Boulder Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including five full-service restaurants, a 750-seat entertainment lounge, six additional bars, an 11-screen movie theater complex, a Kid’s Quest child care facility, a swimming pool, a non-gaming video arcade and a gift shop. Boulder Station’s five full-service restaurants have a total of over 1,400 seats. These restaurants, which offer a variety of high-quality meals at reasonable prices, include the Grand Café, Feast Buffet, The Broiler Steaks and Seafood, Pasta Cucina (an Italian restaurant) and Cabo Mexican Restaurant. In addition to these restaurants, Boulder Station offers various fast-food outlets.

Sunset Station

Sunset Station, which opened in June 1997, is strategically located at the intersection of Interstate 515 and Sunset Road. Multiple access points provide customers convenient access to the gaming complex and parking areas. Situated in a highly concentrated commercial corridor along Interstate 515, Sunset Station has prominent visibility from the freeway and the Sunset commercial corridor. Sunset Station is located approximately nine miles east of McCarran International Airport and approximately seven miles southeast of Boulder Station. Sunset Station features a Spanish/Mediterranean-style theme with non-gaming amenities including seven full-service restaurants themed to capitalize on the familiarity of the restaurants at our other properties, a 520-seat entertainment lounge, a 4,000-seat outdoor amphitheater, eight additional bars, a gift shop, a non-gaming video arcade, a 13-screen movie theater complex, a 72-lane bowling center, a Kid’s Quest child care facility and a swimming pool. Sunset Station’s seven full-service restaurants have a total of approximately 2,100 seats featuring “live-action” cooking and simulated patio dining. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Sonoma Cellar Steakhouse, Pasta Cucina (an Italian restaurant), Cabo Mexican Restaurant, Feast Buffet, Hooter’s and an Oyster Bar. Guests may also enjoy the Gaudi Bar, a centerpiece of the casino featuring over 8,000 square feet of stained glass. Sunset Station also offers a variety of fast-food outlets.

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Green Valley Ranch

Green Valley Ranch, which opened in December 2001, is strategically located at the intersection of Interstate 215 and Green Valley Parkway in Henderson, Nevada. Green Valley Ranch is approximately five minutes from McCarran International Airport and seven minutes from the Las Vegas Strip. Green Valley Ranch was designed to complement the Green Valley master planned community. The AAA Four Diamond resort features a Mediterranean-style villa theme with non-gaming amenities including eight full-service restaurants, a 4,200-square-foot non-gaming arcade, a state-of-the-art spa with outdoor pools, a 10-screen movie theater complex, two gift shops, approximately 65,000 square feet of meeting and convention space and an entertainment lounge. Green Valley Ranch also offers an eight-acre complex featuring private poolside cabanas, a contemporary poolside bar and grill, one and a half acres of vineyards and an outdoor performance venue. Green Valley Ranch’s eight full-service restaurants include the China Spice (a Chinese restaurant), Sushi+Sake, Terra Verde (an Italian restaurant), Hank’s Fine Steaks and Martinis, Feast Buffet, Tides Oyster Bar, the Grand Café and Turf Grill. Green Valley Ranch also offers a variety of fast-food outlets to enhance the customers’ dining selection. Guests may also enjoy the Drop Bar, a centerpiece of the casino, The Lobby Bar, which is open to the hotel entrance and the pool area, and Ovation, an entertainment lounge.

Texas Station

Texas Station, which opened in July 1995, is strategically located at the corner of Lake Mead Boulevard and Rancho Drive in North Las Vegas. Texas Station features a friendly Texas atmosphere, highlighted by distinctive early Texas architecture with non-gaming amenities including five full-service restaurants a Kid’s Quest child care facility, a 300-seat entertainment lounge, a 1,700-seat event center, eight additional bars, an 18-screen movie theater complex, a swimming pool, a non-gaming video arcade, a gift shop, a 60-lane bowling center and approximately 40,000 square feet of meeting and banquet space. Texas Station’s five full-service restaurants have a total of approximately 1,200 seats. These restaurants, which offer a variety of high-quality food at reasonable prices, include the Grand Café, Austins Steakhouse, Pasta Cucina (an Italian restaurant), Feast Buffet and Texas Star Oyster Bar. In addition, guests may also enjoy the unique features of several bars and lounges including Martini Ranch, Whiskey Bar, Garage Bar, A-Bar and South Padre. Texas Station also offers a variety of fast-food outlets.

Santa Fe Station

In October 2000, the Company purchased Santa Fe Station, which is strategically located at the intersection of Highway 95 and Rancho Drive, approximately five miles northwest of Texas Station. Santa Fe Station features non-gaming amenities including four full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 500-seat entertainment lounge, seven additional bars, a 60-lane bowling center, a 16-screen movie theater complex, a Kid’s Quest child care facility and over 14,000 square feet of meeting and banquet facilities. Santa Fe Station’s four full-service restaurants have a total of approximately 1,000 seats, which include The Charcoal Room (a steakhouse), Cabo Mexican Restaurant, the Grand Café and Feast Buffet. Guests may also enjoy Revolver Saloon and Dance Hall or 4949 Lounge, a centerpiece of the casino. Santa Fe Station also offers a variety of fast-food outlets.

Fiesta Rancho

In January 2001, the Company purchased Fiesta Rancho, which is strategically located at the intersection of Lake Mead Boulevard and Rancho Drive in North Las Vegas across from Texas Station. Fiesta Rancho features a Southwestern theme with non-gaming amenities including three full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 600-seat entertainment lounge, a regulation-size ice skating rink and three additional bars. Fiesta Rancho’s three full-service restaurants have a total of over 870 seats, and include a 24-hour Denny’s Restaurant, Garduno’s (a Mexican restaurant) and Festival Buffet. Fiesta Rancho also offers a variety of fast-food outlets.

Fiesta Henderson

In January 2001, the Company purchased Fiesta Henderson, which is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada. The property features four full-service restaurants, a 12-screen movie theater complex, a gift shop, a swimming pool, three bars and lounges and meeting space. Fiesta Henderson’s four full-service restaurants have a total of approximately 1,100 seats, and include a 24-hour Denny’s Restaurant, Fuego Steakhouse, Amigo’s Mexican Cantina and Festival Buffet. Fiesta Henderson also offers a variety of fast-food outlets.

Other Properties

Wild Wild West

Wild Wild West, which the Company acquired in 1998, is strategically located on Tropicana Avenue and immediately adjacent to Interstate 15. Wild Wild West’s non-gaming amenities include a full-service restaurant, a bar, a gift shop and a truck plaza. In December 2009, Wild Wild West was rebranded as Days Inn-Las Vegas under a franchise agreement with Days Inn Worldwide.

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Wildfire Rancho

In January 2003, the Company purchased Wildfire Casino-Rancho (“Wildfire Rancho”) located on Rancho Drive across from Texas Station. Wildfire Rancho’s non-gaming amenities include a lounge, outdoor patio and a full-service restaurant.

Wildfire Boulder & Gold Rush

In August 2004, the Company purchased Wildfire Casino-Boulder (“Wildfire Boulder”) (formerly known as Magic Star) and Gold Rush Casino (“Gold Rush”). Both properties offer non-gaming amenities which include a full-service restaurant and a bar.

Lake Mead Casino

In September 2006, the Company purchased Lake Mead Casino located in Henderson, Nevada. Lake Mead Casino’s non-gaming amenities include a full-service restaurant and bar.

Barley’s, The Greens and Wildfire Lanes

We own a 50% interest in each of Barley’s Casino & Brewing Company (“Barley’s”), a casino and brew pub located in Henderson, Nevada that opened in January 1996, The Greens Gaming and Dining (“The Greens”), a restaurant and lounge located in Henderson, Nevada, and Wildfire Lanes and Casino (“Wildfire Lanes”), located in Henderson, Nevada. Wildfire Lanes’ non-gaming amenities include a full-service restaurant, a bar and an 18-lane bowling center. We are the managing partner for Barley’s, The Greens and Wildfire Lanes and receive a management fee equal to approximately 10% of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) of such entities.

Managed Properties

Gun Lake Casino

We manage Gun Lake Casino (“Gun Lake”) in Allegan County, Michigan, which opened in February 2011, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. Gun Lake is located on approximately 147 acres on U.S. Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,500 slot machines, 28 table games and various dining options. We have a 50% ownership interest in the manager of Gun Lake, MPM Enterprises, LLC, a Michigan limited liability company (“MPM”), which receives a management fee equal to approximately 30% of the net income of Gun Lake pursuant to a seven-year management contract that commenced in February 2011. Pursuant to the terms of the MPM operating agreement, our portion of the management fee is 50% of the first $24 million of management fees earned, 83% of the next $24 million of management fees and 93% of any management fees in excess of $48 million.

Aliante Station Casino + Hotel

We manage Aliante Station in North Las Vegas, Nevada on behalf of ALST Casino Holdco, LLC (“ALST”), which  acquired the property on November 1, 2011 pursuant to the reorganization of Aliante Gaming, LLC (“Aliante Gaming”). Prior  to ALST’s acquisition of the property, STN owned a 50% interest in Aliante Station. We entered into a five-year  management agreement with ALST on November 1, 2011, and on November 14, 2011 ALST elected to terminate the  agreement. In accordance with the transition services sections of the management agreement, we will manage Aliante Station  for up to 18 months from the early termination date, subject to termination by ALST at any time upon not less than 30 days  notice. The management arrangement provides for a monthly base management fee equal to 1% of Aliante Station’s gross revenues and an annual incentive management fee payable quarterly equal to 7.5% of the property’s EBITDA up to and including $7.5 million and 10% of EBITDA in excess of $7.5 million. Fertitta Entertainment LLC, an entity that is controlled by Frank J. Fertitta III and Lorenzo J. Fertitta and manages our properties (“Fertitta Entertainment”), has agreed to provide such management and transition services on our behalf and we have agreed to pay any and all management fees we receive from Aliante Gaming to Fertitta Entertainment.

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Expansion Strategy

Selection Criteria

We believe that a highly visible location, convenient access and ample parking are critical factors in attracting local patronage and repeat visitors. Additionally, sites must be large enough to support multi-phased, master-planned growth to capitalize on growing demand in incremental stages. We select sites that are located within a dense population base which generally are adjacent to high-traffic surface streets and interstate highways. We believe that each of our casino properties’ locations has provided it with a significant competitive advantage to attract its targeted customer base. In the Las Vegas metropolitan area, as a result of Senate Bill 208, there are a limited number of sites available for development away from “The Strip” or downtown and we control a number of these sites.

Master-Planned Development

No master-planned development is currently contemplated, but our long-term expansion strategy may include additional master-planned expansions of our existing and future gaming locations. In designing project sites, we plan and engineer for multi-phased facility expansions to accommodate future growth which allows us to develop dominant properties. A project’s master-planned design typically allows the option of adding hotel rooms, casino space, parking structures and non-gaming entertainment such as movie theaters, additional restaurants, retail shops and various other entertainment venues.

We continually evaluate the timing and scope of our master-planned developments at each of our properties and from time to time we may decide to expand the scope of, improve on or suspend the implementation of our master plans. These decisions are dependent upon the availability of financing, competition and future economic and gaming regulatory environments, many of which are beyond our control.

Development and Acquisition Opportunities

As of December 31, 2011, our land held for development consisted primarily of 11 sites that are owned or leased, including sites in the Las Vegas valley, northern California and Reno, Nevada, which could be used for new casino development or other associated development. We also evaluate other development and acquisition opportunities in current and emerging gaming markets, including land-based, dockside, riverboat and Native American gaming. Our decision whether to proceed with any new gaming development or acquisition opportunity is dependent upon future economic and regulatory factors, the availability of financing and competitive and strategic considerations, many of which are beyond our control.

Native American Development

The Federated Indians of Graton Rancheria

We have development and management agreements with the Federated Indians of Graton Rancheria (the “FIGR”), a federally recognized Native American tribe, pursuant to which we have agreed to assist the FIGR in developing, financing and operating a gaming and entertainment project to be located near the City of Rohnert Park in Sonoma County, California.

The management agreement has a term of seven years from the date of opening of the project and we will receive a management fee equal to 24% of the facility’s net income in years one through four and 27% of the facility’s net income in years five through seven. We will also receive a development fee equal to 2% of the cost of the project upon its opening. The National Indian Gaming Commission (the “NIGC”) has approved the management agreement for Class II gaming at the planned facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer-aided versions of such games), and non-banked card games. We and the FIGR may also pursue approval of Class III gaming, which would permit casino-style gaming, at the planned facility. Class III gaming would require an approved compact with the State of California and approval by the NIGC of a modification to the existing management agreement, or a new management agreement, permitting Class III gaming.

During 2010, the Bureau of Indian Affairs of the U.S. Department of the Interior (the “BIA”) accepted approximately 254 acres of land into trust on behalf of the FIGR for the development of the project.

The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals. Prior to obtaining third-party financing, we will contribute significant financial support to the project, even though there can be no assurances as to when or if the necessary approvals will be obtained. Through December 31, 2011, reimbursable advances to the FIGR totaled approximately $153.5 million. See Note 10 to the accompanying Consolidated Financial Statements.

North Fork Rancheria of Mono Indian Tribe

We have development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California, pursuant to which we have agreed to assist the Mono in developing, financing and operating a gaming and entertainment facility to be located in Madera County, California. The management agreement has a term of seven years from the opening of the facility and provides for a management fee of 24% of the facility’s net income.

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In 2008, the Mono and the State of California entered into a tribal-state Class III gaming compact. The compact is subject to approval by the California Legislature and, if approved, will regulate gaming at the Mono’s proposed gaming and entertainment project to be developed on the site. No assurances can be provided as to whether the California Legislature will approve the compact.

As currently contemplated, the facility will include slot machines, table games, restaurants, a hotel and entertainment amenities. Development of the project is subject to certain governmental and regulatory approvals, including, but not limited to, approval by the California Legislature of the gaming compact with the State of California, the Department of Interior (“DOI”) accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

The timing of this type of project is difficult to predict, and is dependent upon the receipt of the necessary governmental and regulatory approvals. Prior to obtaining third-party financing, we will contribute significant financial support to the project, even though there can be no assurances as to when, or if, the necessary approvals will be obtained. Through December 31, 2011, reimbursable advances to the Mono totaled approximately $17.3 million. See Note 10 to the accompanying Consolidated Financial Statements.

Intellectual Property

We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have all the licenses necessary to conduct our continuing operations. We have registered several service marks, trademarks, patents and copyrights with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to conduct our business. We own patents and patent applications with expiration dates ranging from 2018 to 2028 relating to technologies that allow us to track the wagering activities and geographic location of our players. We also own patents relating to unique casino games. We file copyright applications to protect our creative artworks, which are often featured in property branding, as well as our distinctive website content.

Seasonality

Our cash flows from operating activities are seasonal in nature. Our operating results are traditionally the strongest in the first quarter and the fourth quarter, and traditionally the weakest during the third quarter.

Competition

Our casino properties face competition from all other casinos and hotels in the Las Vegas area, including to some degree, from each other. In addition, our casino properties face competition from all smaller non-restricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the greater Las Vegas area. Currently there are 158 non-restricted gaming locations in the Clark County area, including approximately 36 major gaming properties located on or near the Las Vegas Strip, 15 located in the downtown area, and several located in other areas of Las Vegas, as well as approximately 1,400 restricted gaming locations with over 14,000 slot machines. We compete with other hotel/casinos and restricted gaming locations by focusing on repeat customers and attracting these customers through innovative marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business. Additionally, our casino properties are strategically located and designed to permit convenient access and ample parking, which are critical factors in attracting local visitors and repeat patrons. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors could have a material adverse effect on our business. Although we have competed strongly in these marketplaces, there can be no assurance that additional capacity will not have a negative impact on our business.

In 1997, the Nevada legislature enacted Senate Bill 208. This legislation identified certain gaming enterprise districts wherein casino gaming development would be permitted throughout the Las Vegas valley and established more restrictive criteria for the establishment of new gaming enterprise districts. We believe the growth in gaming supply in the Las Vegas locals market has been, and will continue to be, limited by the provisions of Senate Bill 208.

To a lesser extent, we compete with gaming operations in other parts of the state of Nevada, such as Reno, Laughlin and Lake Tahoe, and other gaming markets throughout the United States and in other parts of the world, and with state sponsored lotteries, on-and-off-track wagering on horse and other races, card rooms, online gaming and other forms of legalized gambling. The gaming industry also includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Several states are currently considering legalizing casino gaming in designated areas. Legalized casino gaming in such states and on Native American land could result in additional competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations.

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Native American gaming in California, as it currently exists, has had little, if any impact on our Nevada operations to date, although there are no assurances as to future impact. In total, the State of California has signed and ratified Tribal-State Compacts with 68 Native American tribes. Currently there are 67 Native American gaming facilities in operation in the State of California. These Native American tribes are allowed to operate slot machines, lottery games, and banking and percentage games (including “21”) on Native American lands. A banking game is one in which players compete against the licensed gaming establishment rather than against one another. A percentage game is one in which the house does not directly participate in the game, but collects a percentage from it which may be computed from the amount of bets made, winnings collected, or the amount of money changing hands. It is not certain whether any expansion of Native American gaming in California will affect our Nevada operations given that visitors from California make up Nevada’s largest visitor market. Increased competition from Native American gaming may result in a decline in our revenues and may have a material adverse effect on our business.

Restructuring Transactions

On June 17, 2011, we acquired substantially all of the assets of:

·STN Predecessor pursuant to (a) the “First Amended Joint Plan of Reorganization for Station Casinos, Inc. and its Affiliated Debtors (Dated July 28, 2010),” as amended (the “SCI Plan”), which was confirmed by order of the U.S. Bankruptcy Court for the District of Nevada, located in Reno, Nevada (the “Bankruptcy Court”) entered on August 27, 2010, and (b) the “First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 20, 2011)” (the “Subsidiaries Plan”), which was confirmed with respect to the Subsidiary Debtors and Aliante Debtors by order of the Bankruptcy Court entered on May 25, 2011; and

·Green Valley Ranch Gaming, LLC (the “GVR Predecessor,” and collectively with STN Predecessor, the “Predecessors”) pursuant to the First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 24, 2011) (the “GVR Plan”), which was confirmed with respect to Green Valley Ranch Gaming, LLC by order of the Bankruptcy Court entered on June 8, 2011.

The SCI Plan, the Subsidiaries Plan and the GVR Plan are collectively referred to herein as the “Plans.” The Plans became effective on June 17, 2011 (the “Effective Date”). Prior to June 17, 2011, we conducted no business, other than in connection with the reorganization of the Predecessors, and had no material assets or liabilities. The STN Chapter 11 bankruptcy case is referred to herein as the “Chapter 11 Case” and the Chapter 11 bankruptcy cases of STN Predecessor, the subsidiary debtors and GVR Predecessor collectively referred to herein as the “Chapter 11 Cases.”

In conjunction with the acquisitions referenced above: (i) our voting equity interests (the “Voting Units”) were issued to Station Voteco LLC (“Station Voteco”), a Delaware limited liability company formed to hold the Voting Units of the Company, which is owned by (a) Robert A. Cashell Jr., (b) Stephen J. Greathouse and (c) an entity owned by Frank J. Fertitta III, our Chief Executive Officer, President and a member of our Board of Managers, and Lorenzo J. Fertitta, a member of our Board of Managers and (ii) our non-voting equity interests (the “Non-Voting Units” and together with the Voting Units, collectively “Units”) were issued to Station Holdco LLC (“Station Holdco”), a Delaware limited liability company formed to hold the Non-Voting Units of the Company, which is owned by German American Capital Corporation (an affiliate of Deutsche Bank Securities Inc.), JPMorgan Chase Bank, N.A. (an affiliate of J.P. Morgan Securities, LLC), FI Station Investor LLC, a newly formed limited liability company owned by affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta and certain members of our management (“FI Station Investor”), and the holders of STN’s senior and senior subordinated notes.

In addition, on the Effective Date, we and our subsidiaries entered into:

·A new credit agreement among the Company, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties thereto, consisting of a term loan facility in the principal amount of $1.575 billion and a revolving credit facility in the amount of $125 million (the “Propco Credit Agreement”). On January 3, 2012 an aggregate principal amount of $625 million in term loans outstanding under the Propco Credit Agreement was exchanged for Senior Notes (as defined herein). Immediately following the exchange, an aggregate of $941 million in term loans remained outstanding under the Propco Credit Agreement;

·A new credit agreement among NP Opco LLC, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties there to, consisting of approximately $436 million in aggregate principal amount of term loans and a $25 million revolving credit facility (the “Opco Credit Agreement”);

·An amended and restated credit agreement (the “Restructured Land Loan”) among CV PropCo, LLC, Deutsche Bank

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AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders, consisting of a term loan facility with a principal amount of $105 million;

·A new first lien credit agreement among Station GVR Acquisition, LLC, Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders, consisting of a revolving credit facility in the amount of $10 million and a term loan facility in the amount of $215 million (“GVR First Lien Credit Agreement”), and a new second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the “GVR Second Lien Credit Agreement” and together with the GVR First Lien Credit Agreement, the “GVR Credit Agreements”); and

·Management agreements with subsidiaries of Fertitta Entertainment relating to the management of the Propco Assets (as defined in Note 1 to the Consolidated Financial Statements), the Opco Assets (as defined in Note 1 to the Consolidated Financial Statements), Green Valley Ranch and Wild Wild West (the “Management Agreements”).

The Propco Credit Agreement, Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the “Credit Agreements.” The transactions described in this section are collectively referred to herein as the “Restructuring Transactions.”

Regulation and Licensing

In addition to gaming regulations, our business is subject to various federal, state and local laws and regulations of the United States and Nevada. These laws and regulations include, but are not limited to, restrictions concerning employment and immigration, currency transactions, zoning and building codes, marketing and advertising, privacy and telemarketing. Since we deal with significant amounts of cash in our operations we are subject to various reporting and anti-money laundering regulations. Any violations of anti-money laundering laws or any of the other laws or regulations to which we are subject could result in regulatory actions, fines, or other penalties. Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results.

Nevada Gaming Regulations

The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to: (i) the Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the “Nevada Act”); and (ii) various local ordinances and regulations. Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Gaming Commission (the “Nevada Commission”), the Nevada State Gaming Control Board (the “Nevada Board”), the City of Las Vegas, the Clark County Liquor and Gaming Licensing Board (the “Clark County Board”), the City of North Las Vegas, the City of Henderson and certain other local regulatory agencies. The Nevada Commission, Nevada Board, City of Las Vegas, Clark County Board, City of North Las Vegas, City of Henderson, and certain other local regulatory agencies are collectively referred to as the “Nevada Gaming Authorities”.

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees. Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations.

Our direct and indirect subsidiaries that conduct gaming operations in Nevada are required to be licensed by the Nevada Gaming Authorities. The gaming licenses require the periodic payment of fees and taxes and are not transferable. NP Red Rock LLC, NP Boulder LLC, NP Palace LLC, NP Sunset LLC, NP Tropicana LLC, NP Fiesta LLC, NP Gold Rush LLC, NP Lake Mead LLC, NP LML LLC, NP Magic Star LLC, NP Rancho LLC, NP Santa Fe LLC, NP Texas LLC and NP River Central LLC hold licenses to conduct non-restricted gaming operations. Our ownership in NP Tropicana LLC is held through NP Landco Holdco LLC, which has a registration as an intermediary company and a license as a member and manager of NP Tropicana LLC. Town Center Amusements, Inc., a Limited Liability Company (“TCAI”) has been licensed to conduct non-restricted gaming operations at Barley’s, a micro brewery and casino located in Henderson, Nevada. Greens Café, LLC (“GC”) has been licensed to conduct non-restricted gaming operations at The Greens, a restaurant and bar located in Henderson, Nevada and Sunset GV, LLC (“SGV”) has been licensed to conduct non-restricted gaming operations at Wildfire Lanes, formerly Renata’s Supper Club, a casino located in Henderson, Nevada. A license to conduct “non-restricted” operations is a

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license to conduct an operation of (i) at least 16 slot machines, (ii) any number of slot machines together with any other game, gaming device, race book or sports pool at one establishment, (iii) a slot machine route, (iv) an inter-casino linked system, or (v) a mobile gaming system. Our ownership in TCAI, GC and SGV is held through an intermediary company known as NP Green Valley LLC, which has a registration as an intermediary company and a license as a member and manager of TCAI, GC and SGV.

We have been found suitable to own the equity interests in our licensed and registered subsidiaries (the “Gaming Subsidiaries”) and we are registered by the Nevada Commission as a publicly traded corporation for purposes of the Nevada Act (a “Registered Corporation”). As a Registered Corporation, we are required to periodically submit detailed financial and operating reports to the Nevada Board and provide any other information the Nevada Board may require. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of gaming revenue from the Gaming Subsidiaries without first obtaining licenses and approvals from the Nevada Gaming Authorities. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our Gaming Subsidiaries must be reported to or approved by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, a Registered Corporation or its Gaming Subsidiaries, in order to determine whether such individual is suitable or should be licensed as a business associate of a Registered Corporation or a gaming licensee. Officers, directors and certain key employees of our Gaming Subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, managers and key employees who are actively and directly involved in gaming activities of our licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue to have a relationship with us or our Gaming Subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require our Gaming Subsidiaries to terminate the employment of any person who refuses to file the appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

If it were determined that the Nevada Act was violated by a Gaming Subsidiary, the gaming licenses it holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, the Company, the Gaming Subsidiaries and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate Red Rock, Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station, Fiesta Rancho, Fiesta Henderson, Wild Wild West, Wildfire Rancho, Barley’s, Gold Rush, Wildfire Boulder, The Greens, Lake Mead Casino and Wildfire Lanes and, under certain circumstances, earnings generated during the supervisor’s appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of the gaming licenses of the Gaming Subsidiaries or the appointment of a supervisor could (and revocation of any such gaming license would) have a material adverse affect on our gaming operations.

Any beneficial owner of our Voting or Non-Voting Units, regardless of the number of Units owned, may be required to file an application, may be investigated, and may be required to obtain a finding of suitability as a beneficial owner of our Units if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the beneficial owner of our Voting or Non-Voting Units who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information, including a list of its beneficial owners, to the Nevada Board. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act provides that persons who acquire beneficial ownership of more than 5% of the voting or non-voting securities of a Registered Corporation must report the acquisition to the Nevada Commission. The Nevada Act also requires that beneficial owners of more than 10% of the voting securities of a Registered Corporation must apply to the Nevada Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails the written notice requiring such filing. An “institutional investor,” as defined in the Nevada Commission’s regulations, which acquires beneficial ownership of more than 10%, but not more than 25% of our Voting Units may apply to the Nevada Commission for a waiver of

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such finding of suitability if such institutional investor holds the Voting Units for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, hold up to 29% of our Voting Units and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold Voting Units for investment purposes unless the Voting Units were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our Board of Managers, any change in our corporate charter, bylaws, management policies or our operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our Voting Units for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and (iii) such other activities as the Nevada Commission may determine to be consistent with such investment intent.

Any person who fails or refuses to apply for a finding of suitability or a license within 30 days after being ordered to do so by the Nevada Commission, or the Chairman of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any equity holder who is found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common equity of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equity holder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities (a) in the case of Station Holdco, for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by Station Holdco’s board of managers, or (b) in the case of Station Voteco, for no consideration. In the case of Station Holdco, this price would be payable in cash or, at the election of Station Holdco’s board of managers, with a promissory note, maturing in not more than 10 years after delivery of the note and no earlier than 71/2 years from the Effective Date, bearing interest at the applicable rate set forth by the Internal Revenue Service for obligations of at least nine years. Additionally, the Clark County Board has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: (i) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (ii) recognizes any voting right by such unsuitable person in connection with such securities; (iii) pays the unsuitable person remuneration in any form; or (iv) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

We are required to maintain a current membership interest ledger in Nevada, which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. Failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require any membership interest certificates we may issue to bear a legend indicating that the securities are subject to the Nevada Act. We do not know whether the Nevada Commission will impose such a requirement on us.

We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes.

Changes in control of the Company through merger, consolidation, stock or asset acquisitions (including stock issuances in connection with restructuring transactions), management or consulting agreements, or any act or conduct by a person whereby such person obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and the Nevada Commission that they meet a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling equity holders, officers, managers and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

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The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: (i) assure the financial stability of corporate gaming licensees and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form; and (iii) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before a Registered Corporation can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation’s board of directors or similar governing entity in response to a tender offer made directly to the Registered Corporation’s equity holders for the purpose of acquiring control of the Registered Corporation.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee’s respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either: (i) a percentage of the gross revenues received; (ii) the number of gaming devices operated; or (iii) the number of table games operated. A live entertainment tax is also paid by casino operations where entertainment is furnished in connection with admission charges, the serving or selling of food or refreshments or the selling of any merchandise. Nevada licensees that hold a license as an operator of a slot route, or manufacturer’s or distributor’s license also pay certain fees and taxes to the State of Nevada.

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons (collectively, “Licensees”), and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the grounds of unsuitability or whom a court in the state of Nevada has found guilty of cheating. The loss or restriction of our gaming licenses in Nevada would have a material adverse effect on our business and could require us to cease gaming operations in Nevada.

Nevada Liquor Regulations

The sale of alcoholic beverages at Palace Station, Wildfire Rancho and Santa Fe Station is subject to licensing control and regulation by the City of Las Vegas. Red Rock, Boulder Station and Wild Wild West are subject to liquor licensing control and regulation by the Clark County Board. Texas Station and Fiesta Rancho are subject to liquor licensing control and regulation by the City of North Las Vegas. Sunset Station, Green Valley Ranch, Fiesta Henderson, Barley’s, Gold Rush, Wildfire Boulder, The Greens, Lake Mead Casino and Wildfire Lanes are subject to liquor licensing control and regulation by the City of Henderson. All liquor licenses are revocable and are not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.

Native American Gaming Regulations

The terms and conditions of management contracts and the operation of casinos and all gaming on land held in trust for Native American tribes in the United States are subject to the Indian Gaming Regulatory Act of 1988 (the “IGRA”), which is administered by the NIGC and the gaming regulatory agencies of tribal governments. The IGRA is subject to interpretation by the NIGC and may be subject to judicial and legislative clarification or amendment.

The IGRA established three separate classes of tribal gaming-Class I, Class II and Class III. Class I gaming includes all traditional or social games solely for prizes of minimal value played by a tribe in connection with celebrations or ceremonies. Class II gaming includes games such as bingo, pull-tabs, punchboards, instant bingo (and electronic or computer-aided versions of such games) and non-banked card games (those that are not played against the house), such as poker. Class III gaming is casino-style gaming and includes banked table games such as blackjack, craps and roulette, and gaming machines such as slots, video poker, lotteries and pari-mutuel wagering, a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers.

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The IGRA requires NIGC approval of management contracts for Class II and Class III gaming as well as the review of all agreements collateral to the management contracts. The NIGC will not approve a management contract if a director or a 10% shareholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto. In addition, the NIGC will not approve a management contract if the management company or any of its agents have attempted to unduly influence any decision or process of tribal government relating to gaming, or if the management company has materially breached the terms of the management contract or the tribe’s gaming ordinance or resolution, or a trustee, exercising the skill and due diligence that a trustee is commonly held to, would not approve the management contract. A management contract can be approved only after the NIGC determines that the contract provides, among other things, for: (i) adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe; (ii) tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income; (iii) minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs; (iv) a ceiling on the repayment of such development and construction costs and (v) a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the NIGC may approve up to a seven-year term and a management fee not to exceed 40% of net revenues if the NIGC is satisfied that the capital investment required, and the income projections for the particular gaming activity require the larger fee and longer term. There is no periodic or ongoing review of approved contracts by the NIGC. The only post-approval action that could result in possible modification or cancellation of a contract would be as the result of an enforcement action taken by the NIGC based on a violation of the law or an issue affecting suitability.

The IGRA prohibits all forms of Class III gaming unless the tribe has entered into a written agreement with the state that specifically authorizes the types of Class III gaming the tribe may offer (a “tribal-state compact”). These tribal-state compacts provide, among other things, the manner and extent to which each state will conduct background investigations and certify the suitability of the manager, its officers, directors, and key employees to conduct gaming on Native American lands.

Title 25, Section 81 of the United States Code states that “no agreement shall be made by any person with any tribe of Indians, or individual Indians not citizens of the United States, for the payment or delivery of any money or other thing of value... in consideration of services for said Indians relative to their lands... unless such contract or agreement be executed and approved” by the Secretary or his or her designee. An agreement or contract for services relative to Native American lands which fails to conform with the requirements of Section 81 is void and unenforceable. All money or other things of value paid to any person by any Native American or tribe for or on his or their behalf, on account of such services, in excess of any amount approved by the Secretary or his or her authorized representative will be subject to forfeiture. We intend to comply with Section 81 with respect to any other contract to manage casinos located on Native American land in the United States.

Native American tribes are sovereign nations with their own governmental systems, which have primary regulatory authority over gaming on land within the tribes’ jurisdiction. Therefore, persons engaged in gaming activities, including the Company, are subject to the provisions of tribal ordinances and regulations on gaming. These ordinances are subject to review by the NIGC under certain standards established by the IGRA. The NIGC may determine that some or all of the ordinances require amendment, and those additional requirements, including additional licensing requirements, may be imposed on us.

Several bills have been introduced in Congress that would amend the IGRA. While there have been a number of technical amendments to the IGRA, to date there have been no material changes. Any amendment of the IGRA could change the governmental structure and requirements within which tribes could conduct gaming, and may have an adverse effect on our results of operations or impose additional regulatory or operational burdens.

General Gaming Regulations in Other Jurisdictions

If we become involved in gaming operations in any other jurisdictions, such gaming operations will subject us and certain of our officers, managers, key employees, equityholders and other affiliates (“Regulated Persons”) to strict legal and regulatory requirements, including mandatory licensing and approval requirements, suitability requirements, and ongoing regulatory oversight with respect to such gaming operations. Such legal and regulatory requirements and oversight will be

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administered and exercised by the relevant regulatory agency or agencies in each jurisdiction (the “Regulatory Authorities”). We and the Regulated Persons will need to satisfy the licensing, approval and suitability requirements of each jurisdiction in which we seek to become involved in gaming operations. These requirements vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by the relevant Regulatory Authorities. In general, the Company and each Regulated Person must pay the costs of such investigation. An application for any gaming license, approval or finding of suitability may be denied for any cause that the Regulatory Authorities deem reasonable. Once obtained, licenses and approvals may be subject to periodic renewal and generally are not transferable. We also may be required to submit detailed financial and operating reports to the relevant Regulatory Authorities. The Regulatory Authorities may at any time revoke, suspend, condition, limit or restrict a license, approval or finding of suitability for any cause that they deem reasonable. Fines for violations may be levied against the holder of a license or approval and in certain jurisdictions, gaming operation revenues can be forfeited to the state under certain circumstances. There can be no assurance that we will obtain all of the necessary licenses, approvals and findings of suitability or that our officers, managers, key employees, other affiliates and certain other stockholders will satisfy the suitability requirements in one or more jurisdictions, or that such licenses, approvals and findings of suitability, if obtained, will not be revoked, limited, suspended or not renewed in the future.

Failure by us to obtain, or the loss or suspension of, any necessary licenses, approval or findings of suitability would prevent us from conducting gaming operations in such jurisdiction and possibly in other jurisdictions, which may have an adverse effect on our results of operations.

Environmental Matters

Compliance with federal, state and local laws enacted for the protection of the environment to date had no material effect upon our capital expenditures, earnings or competitive position and we do not anticipate any material adverse effects in the future based on the nature of our future operations.

Employees

As of February 29, 2012, we had approximately 11,800 employees including employees of our 50% owned properties. None of our casino properties is currently subject to any collective bargaining agreement or similar arrangement with any union. However, union activists have actively sought to organize employees at certain of our properties in the past, and we believe that such efforts are ongoing at this time.

Financial Information

Please refer to Item 6 - Selected Financial Data and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations for information about our revenues, operating results and total assets and liabilities, and to Item 8 - Financial Statements and Supplementary Data for our consolidated financial statements and accompanying footnotes.

Available Information

We are required to file annual, quarterly and other current reports and information with the SEC. You will be able to read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Because we submit filings to the SEC electronically, access to this information is available at the SEC’s internet website (www.sec.gov). This site contains reports and other information regarding issuers that file electronically with the SEC.

We also make available, free of charge, at our principal internet address (www.stationcasinos.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Our Code of Business Conduct and Ethics includes a code of ethics for our principal executive officer and our principal accounting officer and applies to all of our officers, employees and non-employee directors. Our Code of Business Conduct and Ethics is available on the Investor Relations section of our website at www.stationcasinos.com.

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ITEM 1A.RISK FACTORS.

The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. This Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those contained in the forward-looking statements. The following risk factors set forth the risks that we believe are material to our business, financial condition, assets, operations and equity interests. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected. The risks and uncertainties described below are not the only risks facing our company. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Related to our Business

STN Predecessor incurred operating losses in recent fiscal periods. Unless we are able to improve the results of operations of the properties that we acquired pursuant to the Plan, we may be unable to generate sufficient cash flows to meet our debt obligations and finance all operating expenses, working capital needs and capital expenditures.

Although we generated operating income of $72.5 million for the period June 17, 2011 through December 31, 2011 , STN Predecessor incurred operating losses of $209.1 million , $1.2 billion and $3.2 billion for the years ended December 31, 2010 , 2009 and 2008 , respectively, and we may incur operating losses in the future. We may be unable to generate sufficient revenues and cash flows to service our debt obligations as they come due, finance capital expenditures and meet our operational needs. Any one of these failures may preclude us from, among other things:

·maintaining or enhancing our properties;

·taking advantage of future opportunities;

·growing our business; or

·responding to competitive pressures.

Further, our failure to generate sufficient revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required. Further, even if we were able to obtain additional working capital, it may only be available on unfavorable terms. For example, we may be required to take on additional debt, and servicing the payments on such debt which could adversely affect our results of operations and financial condition. Limited liquidity and working capital may also restrict our ability to maintain and update our casino properties, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for casino hotel properties, such as ours, is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the current housing and credit crisis, the impact of high energy and food costs, the potential for continued bank failures, perceived or actual changes in disposable consumer income and wealth, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations. The current housing crisis and economic slowdown in the United States has resulted in significant unemployment and a significant decline in the amount of tourism and spending in Las Vegas. This decline has adversely affected us and may continue to adversely affect our financial condition, results of operations and liquidity.

The economic downturn may be protracted in our key markets and may continue to negatively impact our revenues and other operating results.

Our casinos draw a substantial number of customers from the Las Vegas valley, as well as certain geographic areas, including Southern California, Arizona and Utah. The economies of these areas have been, and may continue to be, negatively impacted due to a number of factors, including high unemployment, depressed real estate values and a decrease in consumer

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confidence levels. The resulting severe economic downturn and adverse conditions in the local markets have negatively affected our operations and may continue to negatively affect our operations in the future. Based on information from the Las Vegas Convention and Visitors Authority, gaming revenues in Clark County for the year ended December 31, 2011 increased 2.9% from the level in the prior year. However, Las Vegas gaming revenues and operators were severely negatively impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the residential real estate market in the United States, and in particular Las Vegas, has experienced a significant downturn due to declining real estate values. Individual consumers are experiencing higher delinquency rates on various consumer loans and defaults on indebtedness of all kinds have increased. In addition, Las Vegas and our other target markets continue to experience high rates of unemployment. All of these factors have materially and adversely affected our results of operations. Further declines in real estate values in Las Vegas and the United States and continuing credit and liquidity concerns could continue to have an adverse affect on our results of operations. Although we and other gaming companies have experienced a decrease in revenues, certain costs remain fixed or even increase, resulting in decreased earnings or net losses. Gaming and other leisure activities that we offer represent discretionary expenditures and participation in such activities has been particularly adversely impacted as a result of the economic downturn because consumers have less disposable income to spend on discretionary activities. The current economic condition has adversely affected consumer spending at our gaming operations and related facilities and may continue to adversely affect our business.

Furthermore, other uncertainties, including national and global economic conditions, other global events, or terrorist attacks or disasters in or around Southern Nevada could have a significant adverse effect on our business, financial condition and results of operations. Our casinos use significant amounts of electricity, natural gas and other forms of energy. While no shortages of energy have been experienced, the substantial increase in the cost of electricity and gasoline in the United States has negatively affected our operating results. Since we are a highly leveraged company, if adverse regional and national economic conditions persist or worsen, the decreased revenues from our properties attributable to decreases in consumer spending levels may result in a failure to satisfy financial and other restrictive covenants to which we are subject under our indebtedness. Furthermore, due to uncertainty in the capital and credit markets, we may not be able to refinance our debt or obtain additional credit facilities on terms acceptable to us, or at all.

We depend on the Las Vegas locals and repeat visitor markets as our key markets. As a result, we may not be able to attract a sufficient number of guests and gaming customers to make our operations profitable.

Our operating strategies emphasize attracting and retaining customers from the Las Vegas local and repeat visitor market. All of our casino properties are dependent upon attracting Las Vegas residents. We cannot be sure that we will be able to attract a sufficient number of guests, gaming customers and other visitors in Nevada to make our operations profitable. In addition, our strategy of growth through master-planning of our casinos for future expansion was developed, in part, based on projected population growth in Las Vegas. During the economic downturn, the Las Vegas valley has not experienced population growth at the expected rates or at the same rates as it experienced prior to the economic downturn. There can be no assurance that population growth in Las Vegas will return to levels that justify future development, additional casinos or expansion of our existing casino properties or that we will be able to successfully adapt our business strategy to the current economic downturn or any further economic slowdown.

We face substantial competition in the gaming industry and may experience a loss of market share.

Our casino properties face competition from all other casinos and hotels in the Las Vegas area including, to some degree, from each other. In addition, our casino properties face competition from all smaller non-restricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the greater Las Vegas area, including those that primarily target the local and repeat visitor markets. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors, could also have a material adverse effect on the business of our casino properties. For further details on competition in the gaming industry that affect our business, see Item 1. Business-Competition.

To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with state sponsored lotteries, on-and-off-track pari-mutuel wagering, a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers, card rooms, other forms of legalized gaming and online gaming. The gaming industry also includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Several states are currently considering legalizing casino gaming in designated areas and federal legislation has been proposed regarding internet gaming. Legalized casino gaming in such states and on Native American land and internet gaming will result in strong competition that could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations.

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We may incur losses that are not adequately covered by insurance which may harm our results of operations.

Although we maintain insurance customary and appropriate for our business, we cannot assure you that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event that a catastrophe occurred for which we are underinsured. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to find replacements or repairs for destroyed property and reduce the funds available for payments of our obligations.

We are subject to litigation in the ordinary course of our business. An adverse determination with respect to any such disputed matter could result in substantial losses.

We are, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. In addition, there are litigation risks inherent in any construction or development of any of our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

We may incur delays and budget overruns with respect to future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.

We are currently providing funding for the proposed gaming facilities for the Federated Indians of Graton Rancheria and the North Fork Rancheria of Mono Indians (collectively, the “Native American Tribes”). We will evaluate expansion opportunities as they become available, and we may in the future develop projects in addition to the proposed facilities for the Native American Tribes.

Construction projects, such as the proposed gaming facilities for the Native American Tribes, entail significant risks, including the following:

·shortages of material or skilled labor;

·unforeseen engineering, environmental or geological problems;

·work stoppages;

·weather interference;

·floods; and

·unanticipated cost increases,

any of which can give rise to delays or cost overruns.

The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. Construction, equipment, staffing requirements, problems or difficulties in obtaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the project’s planned design and features. We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to expansion and development projects could have a material adverse impact on our results of operations.

We may experience difficulty integrating operations of any acquired companies and developed properties and managing our overall growth which could have a material adverse effect on our operating results.

We may not be able to manage effectively our properties, the proposed projects with the Native American Tribes and

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any future acquired companies or developed properties, or realize any of the anticipated benefits of the acquisitions, including streamlining operations or gaining efficiencies from the elimination of duplicative functions. The integration of other companies or properties will require continued dedication of management resources and may temporarily distract attention from our day-to-day business. In addition, to the extent we pursue expansion and acquisition opportunities, we face significant challenges not only in managing and integrating the proposed projects with the Native American Tribes, but also managing our expansion projects and any other gaming operations we may acquire in the future. Failure to manage our growth effectively could have a material adverse effect on our operating results.

We are dependent upon Fertitta Entertainment, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta, to operate our casino properties pursuant to long term management contracts. The success of our operations depends on the ability of Fertitta Entertainment to effectively manage our assets and operations.

Upon consummation of the Restructuring Transactions, we entered into management agreements with subsidiaries of Fertitta Entertainment. The management agreements have scheduled terms of 25 years following the Effective Date and have limited rights of termination. Pursuant to the management agreements, subsidiaries of Fertitta Entertainment have significant discretion in the management and operation of our casino properties. The manager under the management agreements receives a base management fee equal to 2% of the gross revenues attributable to the managed properties and an incentive management fee equal to 5% of positive EBITDA of the managed properties.

The success of our casino properties and, in turn, our business, is substantially dependent upon Fertitta Entertainment and its affiliates. Subject to limited restrictions, Fertitta Entertainment and its affiliates are permitted to manage the operations of other gaming companies and the officers and employees of Fertitta Entertainment and its affiliates are not required to devote their full time and attention to managing our casino properties. There can be no assurance that Fertitta Entertainment will be successful at managing and operating our casino properties or that the terms of the Fertitta Entertainment management agreements are in our best interests.

We rely on key personnel of Fertitta Entertainment, the loss of the services of whom could materially and adversely affect our results of operations.

Our ability to operate successfully and competitively is dependent, in part, upon the continued services of certain officers and key employees, including but not limited to Frank J. Fertitta III. All of our executive officers, other than Thomas M. Friel, our Executive Vice President, Chief Accounting Officer and Treasurer, are employees of Fertitta Entertainment. In the event that Fertitta Entertainment and its affiliates cease to manage our casino properties or these officers and/or employees leave Fertitta Entertainment, we might not be able to find suitable replacements. We believe that the loss of the services of these officers and/or employees, including through the termination of the management agreements, could have a material adverse effect on our results of operations.

Potential conflicts of interest may exist or may arise among our principal equity holders.

Our Board of Managers is controlled by persons designated by FI Station Investor and certain of its affiliates and the Mortgage Lenders (as herein defined). In addition, certain major actions require the approval of a majority of the managers designated by FI Station Investor and a majority of the managers designated by the Mortgage Lenders.

Affiliates of Fertitta Entertainment are indirect equity holders of the Company and the managers of our operations. In addition, substantially all of our executive officers are employed by Fertitta Entertainment. The interests of Fertitta Entertainment, in its capacity as an affiliate of the managers of our properties, may be different from, or in addition to, their affiliates’ interests as equity holders. For example, since the affiliates of Fertitta Entertainment that manage our operations are compensated for their management services based on the revenue and EBITDA achieved by our properties, Fertitta Entertainment may have an incentive to support the growth of the revenue and EBITDA of our properties even if doing so would require increased leverage and interest service obligations or increased capital expenditures for our properties. Under certain circumstances, the imposition of increased leverage and interest service obligations on our properties, or the making of an increased amount of capital expenditures, could adversely affect our liquidity and financial condition.

Subject to the terms of a non-competition agreement, Fertitta Entertainment and its affiliates are permitted to manage certain casinos and properties other than our properties. Accordingly, management of such other casinos and properties by Fertitta Entertainment may create conflicts of interest between the Company and members of management affiliated with Fertitta Entertainment. In addition, such other management opportunities could limit the ability of such members of our management to devote time to our affairs and could have a negative impact on the quality of our governance. We cannot assure you that these potential time conflicts and conflicts of interest will be resolved in the Company’s favor.

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In addition, Fertitta Entertainment or its affiliates were granted a perpetual license to use certain of our information technology systems (but not our customer database). Although this license is subject to certain limitations, it enables the licensee thereunder to make use of such information technology systems in connection with assets, entities and projects other than our casino business enterprise that are managed, owned, or operated by Fertitta Entertainment or its affiliates. As a consequence of the foregoing, Fertitta Entertainment has the technological resources necessary to rapidly develop additional business opportunities other than the management of our casino business, which may give Fertitta Entertainment an incentive to focus meaningful attention on such business activities in addition to the management of our casino business.

Finally, certain lenders under our credit facilities also hold indirect non-voting equity interests in the Company and are entitled to designate members of our Board of Managers. To the extent that they continue to hold interests at multiple levels of the capital structure of the Company, they may have a conflict of interest and make decisions or take actions that reflect their interests as a secured lender, unsecured lender or indirect equity holder of the Company that could have adverse consequences to other stakeholders of the Company.

Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs.

None of our casino properties is currently subject to any collective bargaining agreement or similar arrangement with any union, and we believe we have excellent employee relations. However, union activists have actively sought to organize employees at certain of our casino properties in the past, and we believe that such efforts are ongoing at this time. Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, should employees at one or more of our properties organize, collective bargaining would introduce an element of uncertainty into planning our future labor costs, which could have a material adverse effect on the business of our casino properties and our financial condition and results of operations.

Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

Any work stoppage at one or more of our casino properties, including any construction projects which may be undertaken, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. Strikes and work stoppages involving laborers at any construction project which may be undertaken could result in construction delays and increases in construction costs. As a result, a strike or other work stoppage at one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our financial condition and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or any construction project in the future.

In addition, any unexpected shutdown of one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.

We will regularly pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations.

We will regularly evaluate and pursue new gaming acquisition and development opportunities in existing and emerging jurisdictions. These opportunities may take the form of joint ventures. To the extent that we decide to pursue any new gaming acquisition or development opportunities, our ability to benefit from such investments will depend upon a number of factors including:

·our ability to identify and acquire attractive acquisition opportunities and development sites;

·our ability to secure required federal, state and local licenses, permits and approvals, which in some jurisdictions are limited in number;

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·certain political factors, such as local support or opposition to development of new gaming facilities or legalizing casino gaming in designated areas;

·the availability of adequate financing on acceptable terms (including waivers of restrictions in existing credit arrangements); and

·our ability to identify and develop satisfactory relationships with joint venture partners.

Most of these factors are beyond our control. Therefore, we cannot be sure that we will be able to recover our investment in any new gaming development opportunities or acquired facilities, or successfully expand to additional locations.

We have invested, and we will likely continue to invest, in real property in connection with the pursuit of expansion opportunities. These investments are subject to the risks generally incident to the ownership of real property, including:

·changes in economic conditions;

·environmental risks;

·governmental rules and fiscal policies; and

·other circumstances over which we may have little or no control.

The development of such properties will also be subject to restrictions under our senior secured credit facilities. We cannot be sure that we will be able to recover our investment in any such properties or be able to prevent incurring investment losses.

We are subject to extensive state and local regulation and licensing and gaming authorities have significant control over our operations which could have an adverse effect on our business.

Our ownership and operation of gaming facilities is subject to extensive regulation by the states, counties and cities in which we operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our domestic or foreign unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions. For a summary of gaming and other regulations that will affect our business, see Item 1. Business-Regulation and Licensing. The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. In addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results.

Changes to the gaming tax laws could have an adverse effect on results of operations by increasing the cost of operating our business.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in taxes, or in the administration of such laws, affecting the gaming industry. The Nevada Legislature meets every two years for 120 days and when special sessions are called by the Governor. The 2011 Nevada legislative session ended on June 6, 2011. The Nevada Legislature is not currently in session and is next scheduled to meet in 2013. There were no specific proposals during the legislative session to increase gaming taxes; however, there are no assurances an increase in gaming taxes or other taxes impacting gaming licenses or other businesses in general will not be proposed and passed by the Nevada Legislature in a future legislative session. An increase in the gaming tax or other such taxes could have a material adverse effect on our results of operations.

The Chapter 11 Cases have had a negative impact on our image and may negatively impact our business going forward.

As a result of the Chapter 11 Cases, we have been the subject of negative publicity for several years which has had an impact on our image. This negative publicity may have an effect on the terms under which some customers and suppliers are

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willing to continue to do business with us and could materially adversely affect our business, financial condition, future business prospects and results of operations. The impact of this negative publicity cannot be accurately predicted or quantified.

We may face potential successor liability for liabilities of the Predecessors that were not provided for in the Plans. If we are determined to be liable for such obligations, our business, financial condition and results of operations may be materially and adversely affected.

We may be subject to certain liabilities of STN not provided for in the Plans. Such liabilities may arise in a number of circumstances, including those where:

·a creditor of STN did not receive proper notice of the pendency of the bankruptcy case relating to the Plans or the deadline for filing claims therein;

·the injury giving rise to, or source of, a creditor’s claim did not manifest itself in time for the creditor to file the creditor’s claim;

·a creditor did not timely file the creditor’s claim in such bankruptcy case due to excusable neglect;

·we are liable for STN’s tax liabilities under a federal and/or state theory of successor liability; or

·the order of confirmation for the Plans was procured by fraud.

If we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

Our businesses are capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms. If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

Our future financial results will be affected by the adoption of fresh-start reporting on the Effective Date and may not reflect historical trends.

We were formed for the purpose of acquiring substantially all of the assets of STN and GVR Predecessor pursuant to the Plans. We operate our business with a different capital structure than STN’s capital structure. The Restructuring Transactions resulted in the Company becoming a new reporting entity and adopting fresh-start reporting on the Effective Date in accordance with Accounting Standards Codification (“ASC”) 852 Reorganizations (“ASC Topic 852”). As required by ASC Topic 852, we recorded the acquisition of the Predecessors’ assets and liabilities at estimated fair value, including certain assets and liabilities not previously recognized in their financial statements. Accordingly, our financial condition and results of operations are not comparable to the financial condition and results of operations reflected in the Predecessors’ historical financial statements.

Risks Related to our Substantial Indebtedness

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

We have a substantial amount of debt, which requires significant principal and interest payments. At December 31,

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2011, the principal amount of our outstanding indebtedness totaled approximately $2.5 billion. In addition, we have the ability to incur up to an additional $61.7 million million in debt under revolving credit facilities. Our annual required interest payments total approximately $115.0 million. The ability to make these payments will be significantly impacted by general economic, financial, competitive and other factors beyond our control.

Our substantial indebtedness could:

·make it more difficult for us to satisfy our obligations under our senior secured credit facilities and other indebtedness;

·increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under our senior secured credit facilities, are and will continue to be at variable rates of interest;

·require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;

·limit our flexibility in planning for, or reacting to, changes in our business and industry;

·place us at a disadvantage compared to competitors that may have proportionately less debt;

·limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and

·increase our cost of borrowing.

Our indebtedness imposes restrictive financial and operating covenants that will limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.

Our credit agreements and the indenture governing our notes contain a number of covenants that impose significant operating and financial restrictions on us, including restrictions on our and our subsidiaries’ ability to, among other things:

·incur additional debt or issue certain preferred units;

·pay dividends on or make certain redemptions, repurchases or distributions in respect of our Units or make other restricted payments;

·make certain investments;

·sell certain assets;

·create liens on certain assets;

·consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and

·enter into certain transactions with our affiliates.

In addition, our credit agreements contain certain financial covenants, including minimum interest coverage ratio, total leverage ratio and maximum capital expenditures.

As a result of these covenants, we are limited in the manner in which we conduct our business, and we may be unable to engage in favorable business activities or finance future operations or capital needs. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors.

A failure to comply with the covenants contained in the secured credit facilities, indenture or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse affect on our business, financial condition and results of operations. In the event

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of any default under any of our credit agreements, the lenders thereunder:

·will not be required to lend any additional amount to us;

·could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend future credit; or

·could require us to apply all of our available cash to repay these borrowings.

If we are unable to comply with the covenants in the agreements governing our indebtedness or to pay our debts, the lenders under our credit agreements could proceed against the collateral granted to them to secure that indebtedness, which includes substantially all of our assets, and the holders of our notes would be entitled to exercise remedies under our indenture. If our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all.

Conditions in the financial system and the capital and credit markets may negatively affect our ability to raise capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

Our business is capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including but not limited to proposed gaming facilities for the Native American Tribes, and acquisitions of other gaming operations could require significant additional capital.  We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

The credit, financial and equity markets have experienced disruption that has had a dramatic impact on the availability and cost of capital and credit. While the United States and other governments have enacted legislation and taken other actions to help alleviate these conditions, there is no assurance that such steps will have the effect of easing the conditions in credit and capital markets. We are unable to predict the likely duration or severity of the current disruption in the capital and credit markets and we have no assurance that we will have further access to credit or capital markets at desirable times or at rates that we would consider acceptable, and the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

Our ability to service all of our indebtedness depends on our ability to generate cash flow, which is subject to factors that are beyond our control.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, a further deterioration in the economic performance of our casino properties may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

ITEM 1B.UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.PROPERTIES.

Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements.

Palace Station, which the Company opened in 1976 and completed a series of expansions through 1991, is situated on approximately 30 acres that we own located on the west side of Las Vegas, Nevada.

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Boulder Station, which the Company opened in 1994 and was expanded in 1995, is situated on approximately 54 acres located on the east side of Las Vegas, Nevada. We own 27 acres and lease the remaining 27 acres from KB Enterprises, a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust (the “Related Lessor”). Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III, a member of our Board of Managers, Chief Executive Officer and President and Lorenzo J. Fertitta, a member of our Board of Managers. The lease has a maximum term of 65 years, ending in June 2058. The lease provides for monthly payments of $222,933 through May 2018. In June 2013 and every ten years thereafter, the rent will be adjusted to the product of the fair market value of the land and the greater of (i) the then prevailing annual rate of return for comparably situated property or (ii) 8% per year. In no event will the rent for any period be less than the immediately preceding period. In June 2018, and every ten years thereafter, the rent will be adjusted by a cost of living factor. Pursuant to the ground lease, we have an option to purchase the land at fair market value, exercisable at five-year intervals with the next option in June 2013. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party.

Texas Station, which the Company opened in 1995 and completed two master planned expansions through 2000, is situated on approximately 47 acres located in North Las Vegas, Nevada. We lease this land from Texas Gambling Hall & Hotel, Inc., a company owned by the Related Lessor. The lease has a maximum term of 65 years, ending in July 2060. The lease provides for monthly rental payments of $337,417 with a scheduled adjustment on August 1, 2015 and every ten years thereafter to the product of the fair market value of the land and the greater of (i) the then prevailing annual rate of return being realized for owners of comparable land in Clark County or (ii) 8% per year. In July 2015, and every ten years thereafter, the rent will be adjusted by a cost of living factor. In no event will the rent for any period be less than the immediately preceding period. Pursuant to the ground lease, we have an option to purchase the land at fair market value, exercisable at five-year intervals with the next option in May 2015. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party.

Sunset Station, which the Company opened in 1997 and completed two expansions through 2005, is situated on approximately 82 acres that we own located in Henderson, Nevada.

Santa Fe Station, which the Company purchased in 2000 and completed three master-planned expansions though 2007, is situated on approximately 39 acres that we own located on the northwest side of Las Vegas, Nevada.

Red Rock, which opened in 2006 and completed two master-planned expansions through 2007, is situated on approximately 64 acres that we own located on the northwest side of Las Vegas, Nevada.

Green Valley Ranch, which opened in 2001 and completed a master-planned expansion in 2006, is situated on approximately 40 acres in Henderson, Nevada.

Fiesta Rancho, which the Company purchased in 2001 and expanded in 2004, is situated on approximately 25 acres that we own in North Las Vegas, Nevada.

Fiesta Henderson, which the Company purchased in 2001 and completed two master-planned expansions through 2007, is situated on approximately 46 acres that we own in Henderson, Nevada.

We also own or are under contract to acquire approximately 106 acres of land on which Wild Wild West is located and the surrounding area, of which approximately 77 acres have been acquired as of December 31, 2011 . STN purchased the Wild Wild West in 1998. We lease the 19-acre parcel of land on which the Wild Wild West is located under a lease and purchase agreement. The significant terms of the agreement include (i) a rent adjustment in July 2013 and every three years thereafter, based on the consumer price index, limited to a 12% increase and no decrease, (ii) options under which we may purchase the land at any time through 2019 at established fixed prices, (iii) a one-time termination option at our election in 2019, and (iv) options under which we may purchase the land in July 2023, 2044 and 2065 for a purchase price equal to fair market value as of July 2022, 2043 and 2064, respectively.

Wildfire Rancho, which the Company purchased in 2003, is situated on approximately five acres that we own in Las Vegas, Nevada.

Wildfire Boulder, which the Company purchased in 2004, is situated on approximately two acres that we own in Henderson, Nevada.

Gold Rush, which STN purchased in 2004, is situated on approximately one acre that we own in Henderson, Nevada.

Lake Mead Casino, which the Company purchased in 2006, is situated on approximately three acres in Henderson, Nevada.

Barley’s, The Greens and Wildfire Lanes, which are 50% owned, lease the land and buildings in Henderson, Nevada used in their operations. The Company opened Barley’s in 1996 and purchased The Greens in 2005 and Wildfire Lanes in 2007.

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In November 2007, the Company entered into a financing transaction with respect to its corporate office building with a third-party real estate investment firm pursuant to which STN sold the corporate office building for approximately $70 million and subsequently entered into a lease with the purchaser for an initial period of 20 years beginning on November 1, 2007, with four options to extend the lease, each option for an extension of five years. Such arrangements are generally referred to as “sale-leaseback” transactions. The lease also contains two options for us to repurchase the building, one option at the end of the fifth year of the lease term and a second option at the end of the tenth year of the lease term, which is considered continuing involvement under the accounting guidance for sale-leaseback transactions involving real estate. Because of this continuing involvement, we account for the corporate office lease as a financing transaction. At the Effective Date, the fair value of the building was recorded in property and equipment, net, on our consolidated balance sheet, and an offsetting liability was recorded in long-term debt. Interest expense is recognized on the arrangement, and the monthly lease payments are recorded as principal and interest payments on the liability.

We currently own eight additional sites which have been acquired for potential gaming projects, consisting of 253 acres in the Las Vegas valley, 772 acres in Northern California and 200 acres in Reno, Nevada.

ITEM 3.LEGAL PROCEEDINGS.

We and our subsidiaries are from time to time subject to litigation relating to routine matters incidental to our business. As with all litigation, no assurance can be provided as to the outcome of the following matters and litigation inherently involves significant costs. Litigation claims against STN were satisfied pursuant to the Plan and were not assumed by us.

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

All of our outstanding Units are privately held and there is no established public trading market for our Units.

Holders

As of February 29, 2012 , there was one holder of record of our Voting Units and one holder of record of our Non-Voting Units.

Dividends

Our operational documents permit, but do not require, us to make distributions to our members in respect of our taxable income that they recognize as a result of their ownership in the Company. There can be no assurance that we will make such distributions. In addition, even if we do make tax distributions, we do not plan to pay any other dividends or make any other distributions on our Units in the foreseeable future. In addition, restrictive covenants of our debt instruments and other agreements restrict the ability of the respective obligors to pay dividends (see Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Certain Indebtedness and Capital Stock ).

Issuer Purchases of Equity Securities

There were no purchases of our equity securities made by or on behalf of us during the three months ended December 31, 2011 .

Securities authorized for issuance under equity compensation plans

None of our equity securities are authorized for issuance under equity compensation plans.

ITEM 6.SELECTED FINANCIAL DATA

The selected consolidated financial data presented below have been derived from Station and its predecessor entities’ consolidated financial statements which, except for periods ended on or before December 31, 2008, are contained elsewhere in this Annual Report on Form 10-K. The selected consolidated financial data set forth below are qualified in their entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, the notes thereto and other financial and statistical information included elsewhere in this Annual Report on Form 10-K. The information presented below reflects consolidated financial data for:

·the Company for the Successor Period June 17, 2011 through December 31, 2011;

·STN Predecessor for the period January 1, 2011 through June 16, 2011, the years ended December 31, 2010, 2009 and 2008, and the period from November 8, 2007 through December 31, 2007;

·GVR Predecessor for the period January 1, 2011 through June 16, 2011, and for the years ended December 31, 2010, 2009, 2008, and 2007; and

·STN’s predecessor entity for the period January 1, 2007 through November 7, 2007.

As a result of the adoption of fresh-start reporting at the Effective Date and the application of purchase accounting at November 8, 2007, the selected consolidated financial data for the Successor Period is not comparable in many respects with the historical consolidated financial data of the Company’s predecessors.

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	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010						Year Ended December 31, 2009
	(in thousands)			(in thousands)
Operating Results:
Net revenues	$	629,399		$	464,697		$	84,052		$	944,955		$	169,772		$	1,062,149		$	182,751
Operating costs and expenses, excluding the following items (a):	550,029			410,393			72,001			856,473			153,009			965,006			162,972
Development and preopening (b)	718			1,752			—			16,272			—			12,014			—
Asset impairments (d)	2,100			—			—			262,020			—			1,276,861			—
Write-downs and other charges, net (e)	4,041			3,785			104			18,347			9,209			16,677			293
Management agreement/lease terminations (f)	—			168			—			898			—			4,130			—
Operating income (loss)	72,511			48,599			11,947			(209,055		)	7,554			(1,212,539		)	19,486
Gain on dissolution of joint venture (g)	—			250			—			124,193			—			—			—
Losses from joint ventures (h)	(1,533		)	(945		)	—			(248,495		)	—			(127,643		)	—
Operating income (loss) and earnings (losses) from joint ventures	70,978			47,904			11,947			(333,357		)	7,554			(1,340,182		)	19,486
Gain on early retirement of debt (i)	1,183			—			—			—			—			40,348			—
Change in fair value of derivative instruments	—			397			—			(42		)	(50,550		)	23,729			14,888
Interest expense, net, and interest and other expense from joint ventures	(92,299		)	(58,746		)	(20,582		)	(171,291		)	(48,644		)	(317,393		)	(51,916		)
Loss before income taxes and reorganization items	(20,138		)	(10,445		)	(8,635		)	(504,690		)	(91,640		)	(1,593,498		)	(17,542		)
Reorganization items, net (k)	—			3,259,995			634,999			(82,748		)	—			(375,888		)	—
(Loss) income before income taxes	(20,138		)	3,249,550			626,364			(587,438		)	(91,640		)	(1,969,386		)	(17,542		)
Income tax benefit	—			107,924			—			21,996			—			289,872			—
Net (loss) income	$	(20,138	)	$	3,357,474		$	626,364		$	(565,442	)	$	(91,640	)	$	(1,679,514	)	$	(17,542	)
Balance Sheet Data:
Total assets	$	3,178,349								$	3,954,143		$	485,620		$	4,276,832		$	477,166
Long-term debt, including current portion (l)	2,195,227									5,921,755			766,742			5,922,058			766,898
Members’/stockholders’ equity (deficit)	842,476									(2,886,248		)	(419,300		)	(2,335,388		)	(333,768		)

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	Predecessors
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.
	Year Ended December 31, 2008						Year Ended December 31, 2007			Period November 8, 2007 Through December 31, 2007			Period January 1, 2007 Through November 7, 2007
	(in thousands)												(in thousands)
Operating Results:
Net revenues	$	1,298,151		$	244,964		$	277,755		$	209,711		$	1,237,284
Operating costs and expenses, excluding the following items (a):	1,095,535			197,195			202,078			460,703			939,091
Development and preopening (b)	13,596			—			376			1,545			8,948
Merger transaction costs (c)	—			—			—			—			156,500
Asset impairments (d)	3,343,247			—			—			—			16,631
Write-downs and other charges, net (e)	57,800			(29		)	(20		)	958			(1,346		)
Management agreement/lease terminations (f)	4,825			—			3,880			—			3,825
Operating (loss) income	(3,216,852		)	47,798			71,441			(253,495		)	113,635
Earnings from joint ventures (h)	17,020			—			—			5,875			34,247
Operating (loss) income and earnings from joint ventures	(3,199,832		)	47,798			71,441			(247,620		)	147,882
Loss on early retirement of debt (i)	—			(466		)	(1,640		)	(20,311		)	—
Change in fair value of derivative instruments	(23,057		)	(15,494		)	(530		)	(30,686		)	—
Interest expense, net, and interest and other expense from joint ventures (j)	(426,956		)	(55,032		)	(43,868		)	(66,019		)	(220,873		)
(Loss) income before income taxes and reorganization items	(3,649,845		)	(23,194		)	25,403			(364,636		)	(72,991		)
Reorganization items, net (k)	—			—			—			—			—
(Loss) income before income taxes	(3,649,845		)	(23,194		)	25,403			(364,636		)	(72,991		)
Income tax benefit	381,345			—			—			26,736			15,335
Net (loss) income	$	(3,268,500	)	$	(23,194	)	$	25,403		$	(337,900	)	$	(57,656	)
Balance Sheet Data:
Total assets	$	5,831,636		$	503,285		$	520,726		$	8,988,666
Long-term debt, including current portion) (l)	5,782,153			772,541			791,104			5,171,149
Stockholders’ (deficit) equity	(677,324		)	(336,848		)	(320,180		)	2,571,062

(a)	Share-based compensation expense of approximately $287.7 million was recorded during the period November 8, 2007 through December 31, 2007 as a result of the issuance by STN of equity-based awards which vested immediately or over five years.
(b)	Development expense for the year ended December 31, 2010 includes a $7.2 million accrual for non-reimbursable milestone payments that are expected to be paid in 2016 and 2017. A $4.0 million milestone payment is included in development expense for the year ended December 31, 2009. See Note  10 to the Consolidated Financial Statements for additional information about milestone payments related to Native American development projects.
(c)	During the period from January 1, 2007 through November 7, 2007, STN’s predecessor entity recorded approximately $156.5 million in costs related to its merger transaction. These costs include approximately $31.6 million of accounting, investment banking, legal and other costs associated with the merger and $124.9 million of expense related to the accelerated vesting and buyout of employee stock options and restricted stock awards upon consummation of the merger.
(d)	During the years ended December 31, 2011, 2010, and 2009, STN recorded approximately $2.1 million, $262.0 million, and $1.28 billion, respectively, in non-cash asset impairment charges to write-down certain long-lived assets

30

to their estimated fair values. See Note  19 to the Consolidated Financial Statements for additional information about these asset impairment charges. During the year ended December 31, 2008, STN recognized $3.34 billion in asset impairment charges, including to reduce the carrying values of goodwill, other intangible assets, investments in joint ventures and land held for development to their fair values. During the period January 1, 2007 through November 7, 2007, STN recorded asset impairment charges of $16.6 million to reduce the carrying value of goodwill to fair value and to write-down the carrying value of the corporate office building in conjunction with its sale.

(e)	See Note 19 to the Consolidated Financial Statements for information about write-downs and other charges, net, recognized during the years ended December 31, 2011, 2010 and 2009. For the year ended December 31, 2008, write-downs and other charges, net primarily represent the write-off of abandoned projects. For the periods January 1, 2007 through November 7, 2007, and November 8, 2007 through December 31, 2007, the Predecessors’ write-downs and other charges, net primarily represent severance charges and net gains or losses on asset disposals.
(f)	During the years ended December 31, 2011 and 2010, STN recorded lease termination expense of $0.9 million related primarily to the termination of certain restaurant leases. During the year ended December 31, 2009, STN recorded lease termination expense of $4.1 million related to the termination of an equipment lease and a lease for certain office space that was no longer being utilized. During the year ended December 31, 2008, STN recorded lease termination expense to terminate various leases primarily related to land adjacent to the current Wild Wild West property, and to recognize the remaining lease payments for certain office space that STN would no longer utilize. During the period January 1, 2007 through November 7, 2007, STN recorded management agreement/lease termination expense primarily due to the termination of the management agreement related to Cherry nightclub at Red Rock.
(g)	During the year ended December 31, 2010, the Rancho Road joint venture was dissolved and STN recognized a $124.2 million gain on dissolution as a result of writing off the deficit carrying value of the investment.
(h)	During the year ended December 31, 2010, STN’s losses from joint ventures resulted primarily from recording its 50% share of asset impairment losses at Aliante Station. During the year ended December 31, 2009, STN’s losses from joint ventures resulted primarily from recording its 50% share of impairment losses on land held by the Rancho Road joint venture and its share of asset impairment charges and operating losses from Aliante Station, which opened in November 2008. STN’s earnings from joint ventures were impacted during the year ended December 31, 2008 by increased preopening expenses incurred prior to the opening of Aliante Station.
(i)	During 2009, STN recorded a gain on early retirement of debt of $40.3 million as a result of its repurchase of $40.0 million of its outstanding 6-7/8% Senior Subordinated Notes and $8.0 million of its outstanding 6-1/2% Senior Subordinated Notes. During the period November 8, 2007 through December 31, 2007, STN terminated its previous revolving credit facility resulting in a loss on early retirement of debt of $20.3 million, which included the write-off of unamortized loan costs as well as costs to terminate its then-existing cash flow hedge interest rate swaps. During the years ended December 31, 2008 and 2007, GVR Predecessor recognized losses on early retirement of debt of $0.5 million and $1.6 million, respectively, as a result of terminating its revolving loan commitment in 2008 and refinancing its revolving credit facility and term loan in 2007.
(j)	Interest expense, net, for GVR Predecessor for the year ended December 31, 2007 includes interest income from members of $12.2 million.
(k)	Reorganization items represent amounts incurred by the Predecessors as a direct result of the Chapter 11 Cases. See Note 3 to the Consolidated Financial Statements for additional information about reorganization items recognized by the Predecessors.
(l)	Amounts for STN include long-term debt of $5.7 billion and $5.7 billion classified as liabilities subject to compromise at December 31, 2010 and 2009, respectively.

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with Item 6. Financial Information—Selected Financial Data and Item 8. Financial Statements and Supplementary Data included in this Annual Report on Form 10-K.

Overview

We are a gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area, which we operate under four distinct brand categories: Luxury (Red Rock and Green Valley Ranch), Casual Classic (Station), Value (Fiestas) and Neighborhood (Wildfire and Barley’s). We also manage Gun Lake Casino in Allegan County, Michigan.

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Our operating results are greatly dependent on the level of gaming revenue generated at our properties. A substantial portion of our operating income is generated from our gaming operations, primarily from slot play. We use our non-gaming revenue departments to drive customer traffic to our properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

Background

We were formed on August 9, 2010 to acquire substantially all of the assets of Station Casinos, Inc. and its subsidiaries pursuant to the Plans, which became effective on June 17, 2011, as more fully described in Item 1. Business—Restructuring Transactions in this Annual Report on Form 10-K. References herein to “Predecessors” refer to STN and Green Valley Ranch prior to June 17, 2011, and references to the “Plans” refer to the SCI Plan, the Subsidiaries Plan, and the GVR Plan.

As of the Effective Date, we adopted fresh-start reporting in accordance with ASC Topic 852, which resulted in a new reporting entity for accounting purposes. Fresh-start reporting generally requires resetting the historical net book values of assets and liabilities to their estimated fair values by allocating the entity’s enterprise value to its asset and liabilities as of the Effective Date. Certain fair values differed materially from the historical carrying values recorded on the Predecessors’ balance sheets.

As a result of the adoption of fresh-start reporting, Successor’s consolidated financial statements are prepared on a different basis of accounting than the consolidated financial statements of the Predecessors prior to emergence from bankruptcy and therefore are not comparable in many respects with Predecessor’s historical financial statements. The historical financial results of the Predecessors are not indicative of our current financial condition or our future results of operations. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

Presentation

References to “Successor” in this Annual Report on Form 10-K refer to the Company on or after June 17, 2011 after giving effect to (i) the acquisition of substantially all of the assets of STN and Green Valley Ranch in accordance with the Plans, (ii) entry into new credit agreements with an initial aggregate principal amount outstanding of approximately $2.4 billion, (iii) entry into the Restructured Land Loan, (iv) the application of fresh-start reporting and (v) the issuance of equity comprising 100 Voting Units and 100 Non-Voting Units in accordance with the Plan.

In accordance with the accounting guidance for fresh-start reporting, the consolidated financial statements for the Successor are required to be presented separately from those of the Predecessors in this Annual Report on Form 10-K. Accordingly, the period June 17, 2011 through December 31, 2011 is referred to herein as the “Successor Period” and periods before June 17, 2011 are referred to as “Predecessor periods”. For purposes of analysis and comparison of current year and prior years’ operating results, certain information for the Successor Period and the Predecessor period January 1, 2011 through June 16, 2011 is presented on a combined basis in this Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, historical operating results of the Predecessors is presented on a combined basis.

The presentation herein of combined financial information for Successor and Predecessor periods may yield results that are not fully comparable, particularly depreciation, amortization, interest expense and tax provision accounts, primarily due to the impact of the Restructuring Transactions. In addition, Successor and Predecessor corporate, development and management fee expenses are not comparable as a result of Successor’s management arrangements with affiliates of Fertitta Entertainment. The presentation of results for combined Predecessor and Successor periods does not comply with Generally Accepted Accounting Principles (“GAAP”) or with the Securities and Exchange Commission’s (“SEC”) rules for pro forma presentation; however, it is presented because we believe that it provides the most meaningful comparison of our operating results for the year ended December 31, 2011 to the operating results for the prior years. Accordingly, for the year ended December 31, 2011, discussion of “combined” results refers to the results of the Combined Successor and Predecessors.

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Results of Operations

The following table highlights the results of operations of Successor and Predecessors (dollars in thousands):

Combined Year Ended December 31, 2011 Compared to Combined Year Ended December 31, 2010

	Successor			Predecessors									Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Successor and Predecessors (a)			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2011			Year Ended December 31, 2010									Percent change
Net revenues—total	$	629,399		$	464,697		$	84,052		$	1,178,148		$	944,955		$	169,772		$	1,114,727		5.7	%
Major Las Vegas Operations (c)	596,673			437,698			84,052			1,118,423			886,647			169,772			1,056,419			5.9	%
Management fees (d)	13,482			10,765			—			24,247			22,394			—			22,394			8.3	%
Other Operations and Corporate (e)	19,244			16,234			—			35,478			35,914			—			35,914			(1.2	)%
Operating income (loss) —total	$	72,511		$	48,599		$	11,947		$	133,057		$	(209,055	)	$	7,554		$	(201,501	)	(166.0	)%
Major Las Vegas Operations (c)	72,350			82,526			11,947			166,823			36,017			7,554			43,571			282.9	%
Management fees (d)	13,482			10,765			—			24,247			22,394			—			22,394			8.3	%
Other Operations and Corporate (e)	(13,321		)	(44,692		)	—			(58,013		)	(267,466		)	—			(267,466		)	(78.3	)%
Cash flows provided by (used in):
Operating activities	$	64,849		$	(2,405,140	)	$	(312,505	)	$	(2,652,796	)	$	(4,564	)	$	30,302		$	25,738
Investing activities	(839		)	(18,641		)	(1,418		)	(20,898		)	(14,969		)	(1,273		)	(16,242		)
Financing activities	(81,339		)	2,371,574			290,930			2,581,165			(303		)	(156		)	(459		)

Combined Year Ended December 31, 2010 Compared to Combined Year Ended December 31, 2009

	Predecessors
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)
	Year Ended December 31, 2010									Year Ended December 31, 2009									Percent change
Net revenues—total	$	944,955		$	169,772		$	1,114,727		$	1,062,149		$	182,751		$	1,244,900		(10.5	)%
Major Las Vegas Operations (c)	886,647			169,772			1,056,419			970,521			182,751			1,153,272			(8.4	)%
Management fees (d)	22,394			—			22,394			52,447			—			52,447			(57.3	)%
Other Operations and Corporate (e)	35,914			—			35,914			39,181			—			39,181			(8.3	)%
Operating income (loss) —total	$	(209,055	)	$	7,554		$	(201,501	)	$	(1,212,539	)	$	19,486		$	(1,193,053	)	(83.1	)%
Major Las Vegas Operations (c)	36,017			7,554			43,571			(216,002		)	19,486			(196,516		)	(122.2	)%
Management fees (d)	22,394			—			22,394			52,447			—			52,447			(57.3	)%
Other Operations and Corporate (e)	(267,466		)	—			(267,466		)	(1,048,984		)	—			(1,048,984		)	(74.5	)%
Cash flows provided by (used in):
Operating activities	$	(4,564	)	$	30,302		$	25,738		$	(126,677	)	$	(7,948	)	$	(134,625	)
Investing activities	(14,969		)	(1,273		)	(16,242		)	(130,280		)	(9,733		)	(140,013		)
Financing activities	(303		)	(156		)	(459		)	(15,914		)	7,862			(8,052		)

(a) The results for the year ended December 31, 2011, which we refer to as “Combined Successor and Predecessors”, were derived by the mathematical addition of the results of the Company for the Successor Period of June 17, 2011 through December 31, 2011 and the results of the Company’s two predecessors, STN and GVR Predecessor, for the

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Predecessor period of January 1, 2011 through June 16, 2011, resulting in combined results for the year ended December 31, 2011. Important additional information about the presentation of combined financial information for Successor and Predecessor is included above under the caption “Presentation.”

(b)The results for the years ended December 31, 2010 and 2009 were derived by the mathematical addition of the results for STN and GVR Predecessor, which are referred to as “Combined Predecessors”. Accordingly, for the years ended December 31, 2010 and 2009, discussion of “combined” results refers to the results of the Combined Predecessors.

(c)Includes the wholly owned properties of Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station, Red Rock, Fiesta Rancho, Fiesta Henderson, and Green Valley Ranch.

(d)Amounts for 2011 include management fee revenues from Gun Lake (commencing in February 2011), Barley’s, The Greens and Wildfire Lanes. Amounts for the years ended December 31, 2010 and 2009 include management fee revenues from Barley’s, The Greens and Wildfire Lanes, as well as from Thunder Valley Casino (“Thunder Valley”) in Northern California through June 2010 when the management agreement expired.

(e)Includes the wholly owned properties of Wild Wild West, Wildfire Rancho, Wildfire Boulder, Gold Rush Casino, Lake Mead Casino and corporate and development expense.

Net Revenues

Combined net revenues for the year ended December 31, 2011 increased 5.7% to $1.18 billion as compared to $1.11 billion in 2010. Similarly, combined net revenues from Major Las Vegas Operations increased 5.9% to $1.12 billion for the year ended December 31, 2011 as compared to $1.06 billion for the year ended December 31, 2010. The improvement in combined net revenues during the year ended December 31, 2011 as compared to the prior year reflect increases in revenues across all of our revenue categories, as discussed in more detail below.

Combined net revenues for the year ended December 31, 2010 decreased 10.5% to $1.11 billion as compared to $1.24 billion in 2009. Similarly, combined net revenues from Major Las Vegas Operations decreased 8.4% to $1.06 billion for the year ended December 31, 2010 as compared to $1.15 billion for the year ended December 31, 2009. During the year ended December 31, 2010, the Predecessors experienced an overall decrease in revenues across all properties as a result of the ongoing economic downturn in Las Vegas and across the United States, and the economic climate in Las Vegas continued to be negatively impacted by high unemployment, weak consumer confidence levels and depressed real estate values.

Operating Income

Our combined operating income of $133.1 million for the year ended December 31, 2011 reflects a significant improvement as compared to the combined operating loss of $201.5 million for the year ended December 31, 2010. The $334.6 million improvement is primarily due to impairment charges totaling $262.0 million recognized during the year ended December 31, 2010, and a $63.4 million increase in net revenues during 2011 as compared to 2010.

The Predecessors’ combined operating loss of $201.5 million for the year ended December 31, 2010 decreased significantly as compared to a combined operating loss of $1.19 billion for the year ended December 31, 2009. The improvement of $991.6 million is primarily due to a $1.01 billion decrease in asset impairment charges recognized during 2010 compared to 2009. Asset impairment charges are discussed in more detail below.

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The following tables present information about our revenues and expenses (dollars in thousands):

Combined Year Ended December 31, 2011 Compared to Combined Year Ended December 31, 2010

	Successor			Predecessors									Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Successor and Predecessors (a)			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2011			Year Ended December 31, 2010									Percent change
Casino revenues	$	452,951		$	339,703		$	59,100		$	851,754		$	699,401		$	120,580		$	819,981		3.9	%
Casino expenses	178,266			136,037			23,574			337,877			289,168			52,410			341,578			(1.1	)%
Margin	60.6		%	60.0		%	60.1		%	60.3		%	58.7		%	56.5		%	58.3		%
Food and beverage revenues	119,735			85,436			19,484			224,655			163,215			39,517			202,732			10.8	%
Food and beverage expenses	88,979			60,717			12,407			162,103			107,311			23,903			131,214			23.5	%
Margin	25.7		%	28.9		%	36.3		%	27.8		%	34.3		%	39.5		%	35.3		%
Room revenues	54,924			36,326			9,753			101,003			73,454			19,492			92,946			8.7	%
Room expenses	22,403			15,537			3,064			41,004			32,321			6,686			39,007			5.1	%
Margin	59.2		%	57.2		%	68.6		%	59.4		%	56.0		%	65.7		%	58.0		%
Other revenues	39,658			28,072			4,205			71,935			59,086			8,006			67,092			7.2	%
Other expenses	16,896			10,822			2,125			29,843			19,979			3,649			23,628			26.3	%
Selling, general and administrative expenses	154,643			110,300			18,207			283,150			219,479			38,734			258,213			9.7	%
Percent of net revenues	24.6		%	23.7		%	21.7		%	24.0		%	23.2		%	22.8		%	23.2		%
Management fee expense	21,819			—			3,112			24,931			—			6,014			6,014			314.5	%
Percent of net revenues	3.5		%	—		%	3.7		%	n/m			—		%	3.5		%	n/m

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Combined Year Ended December 31, 2010 Compared to Combined Year Ended December 31, 2009

	Predecessors
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)				Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Predecessors (b)			Percent
	Year Ended December 31, 2010										Year Ended December 31, 2009									change
Casino revenues	$	699,401		$	120,580		$	819,981			$	764,639		$	129,790		$	894,429		(8.3	)%
Casino expenses	289,168			52,410			341,578				324,373			58,712			383,085			(10.8	)%
Margin	58.7		%	56.5		%	58.3		%		57.6		%	54.8		%	57.2		%
Food and beverage revenues	163,215			39,517			202,732				189,917			44,669			234,586			(13.6	)%
Food and beverage expenses	107,311			23,903			131,214				116,932			23,738			140,670			(6.7	)%
Margin	34.3		%	39.5		%	35.3		%		38.4		%	46.9		%	40.0		%
Room revenues	73,454			19,492			92,946				82,282			22,342			104,624			(11.2	)%
Room expenses	32,321			6,686			39,007				34,182			6,893			41,075			(5.0	)%
Margin	56.0		%	65.7		%	58.0		%		58.5		%	69.1		%	60.7		%
Other revenues	59,086			8,006			67,092				64,732			8,511			73,243			(8.4	)%
Other expenses	19,979			3,649			23,628				20,121			3,897			24,018			(1.6	)%
Selling, general and administrative expenses	219,479			38,734			258,213				229,200			40,002			269,202			(4.1	)%
Percent of net revenues	23.2		%	22.8		%	23.2		%	0.0002166159	21.6		%	21.9		%	21.6		%
Management fee expense	—			6,014			6,014				—			6,653			6,653			(9.6	)%
Percent of net revenues	—		%	3.5		%	n/m				—		%	3.6		%	n/m

n/m = not meaningful

Casino.   Combined casino revenues increased 3.9% to $851.8 million for the year ended December 31, 2011 as compared to $820.0 million for the year ended December 31, 2010 . The $31.8 million increase in casino revenues during year ended December 31, 2011 is due primarily to a 5.1% increase in slot revenue and a 4.8% increase in table game revenue. The increase in casino revenue was driven primarily by the success of our current marketing programs. The improvement in combined casino revenues for 2011 is attributable to a $65.3 million increase related to increased customer visits to our properties, partially offset by a $33.5 million decrease related to lower customer spend per visit.

Combined casino revenues decreased 8.3% to $820.0 million for the year ended December 31, 2010 as compared to $894.4 million for year ended December 31, 2009 . The $74.4 million decrease in casino revenues during year ended December 31, 2010 was due primarily to a 8.1% decrease in slot revenue and a 16.7% decrease in table game revenue. The decrease in casino revenue was primarily due to the continuation of the general economic slowdown discussed above. The decline in combined casino revenues for 2010 is attributable to a $77.0 million decrease related to decreased customer visits to our properties, and a $2.6 million increase related to customer spend per visit.

Combined casino expenses decrease d 1.1% to $337.9 million for the year ended December 31, 2011 as compared to $341.6 million for the year ended December 31, 2010 . The $3.7 million decrease in expenses is due primarily to a $5.3 million decrease in promotional expenses and a $6.7 million decrease in other casino expenses, partially offset by a $4.9 million increase in payroll and related expenses, and a $3.4 million increase in taxes and licenses. Combined casino expenses decreased 10.8% to $341.6 million for the year ended December 31, 2010 as compared to $383.1 million  for the year ended December 31, 2009 . The $41.5 million decrease in casino expenses during year ended December 31, 2010 was due primarily to a $26.3 million decrease in promotional expenses, a decrease of $6.9 million in payroll and related expenses, and a decrease of $8.3 million in taxes and other casino expenses.

The combined casino operating margin for the year ended year ended December 31, 2011 increased to 60.3% as compared to 58.3% for the prior year. The combined casino operating margin for the year ended December 31, 2010 increased slightly to 58.3% as compared to 57.2% for the year ended December 31, 2009.

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Food and Beverage.    Combined food and beverage revenues increased 10.8% to $224.7 million for the year ended December 31, 2011 as compared to $202.7 million for the prior year, and the combined number of restaurant guests served increased 37.3% for the year ended December 31, 2011 compared to the year ended December 31, 2010. During the year ended December 31, 2011, we converted six leased café outlets to owned outlets.The increase in the number of restaurant guests served is the result of the café conversions and increased visitation to our restaurants across the majority of our properties. The average guest check decreased by approximately 14.7% during 2011 primarily as a result of the conversion of the café outlets, which are lower priced restaurants. Combined food and beverage expenses increased 23.5% for the year ended December 31, 2011 as compared to year ended December 31, 2010 primarily due to the increases in revenues and number of guests served. The combined food and beverage margin for the year ended December 31, 2011 decreased to 27.8% as compared to 35.3% for the prior year, primarily as a result of the café conversions.

Combined food and beverage revenues decreased 13.6% to $202.7 million for the year ended December 31, 2010 as compared to $234.6 million for the prior year primarily due to the conversion of several owned outlets to leased outlets. The combined number of restaurant guests served decreased 20.6% for the year ended December 31, 2010 compared to the year ended December 31, 2009 primarily for the same reason. Combined food and beverage expenses decreased 6.7% for the year ended December 31, 2010 as compared to year ended December 31, 2009 primarily due to the decreased number of restaurant guests served. The combined food and beverage margin for the year ended December 31, 2010 decreased 4.7% as compared to the year ended December 31, 2009, primarily as a result of increases in the cost of food and beverage commodities. The combined average guest check for the year ended December 31, 2010 increased slightly as compared to the year ended December 31, 2009 primarily due to the closure of lower priced restaurants.

Room.    The following table shows key information about our hotel operations:

	Year Ended December 31, 2011			Percentchange		Year Ended December 31, 2010			Percentchange		Year Ended December 31, 2009
Occupancy	85		%	6.3	%	80		%	(3.6	)%	83		%
Average daily rate	$	71		2.9	%	$	69		(8.0	)%	$	75
Revenue per available room	$	60		9.1	%	$	55		(11.3	)%	$	62

Room revenues increased 8.7% for the the year ended December 31, 2011 as compared to the year ended December 31, 2010 primarily due to an improvement in occupancy. Room expenses for the year ended December 31, 2011 increased 5.1% as compared to the year ended December 31, 2010, primarily as a result of the increased occupancy. Room revenues decreased 11.2% and occupancy decreased 3.6% for the the year ended December 31, 2010 as compared to year ended December 31, 2009 primarily due to the continued economic slowdown discussed above. The 5.0% decrease in room expenses for the year ended December 31, 2010 compared to year ended December 31, 2009 is primarily due to lower occupancy levels.

Other.    Other revenues primarily include income from gift shops, bowling, entertainment, leased outlets and the spa. Other revenues increased 7.2% for the year ended December 31, 2011 as compared to year ended December 31, 2010, and other revenues decreased 8.4% for the year ended December 31, 2010 as compared to year ended December 31, 2009. The improvement in other revenues during 2011 is primarily the result of increased visitation to our properties. The decrease in other revenues during 2010 was primarily the result of the general economic slowdown discussed above.

Management Fees.    As a result of the Restructuring Transactions, our management fee revenue is not fully comparable to that of STN. We are the managing partner of Barley’s, The Greens and Wildfire Lanes and receive a management fee equal to 10% of EBITDA from these properties (as defined in the agreements). Our management fee revenue also includes fees earned by our 50% owned consolidated investee, MPM, for the management of Gun Lake, which opened February 10, 2011. MPM receives a management fee equal to 30% of Gun Lake’s net income (as defined in the management agreement). MPM is a variable interest entity and is required to be consolidated.

Prior to the Effective Date, STN earned management fees from Barley’s, The Greens, Wildfire Lanes and Gun Lake under the arrangements described above. In addition, during the first two quarters of 2010, STN managed Thunder Valley on behalf of the United Auburn Indian Community and received a management fee equal to 24% of net income (as defined in the management agreement). The Thunder Valley management agreement expired in June 2010. STN was also the managing partner for Green Valley Ranch and Aliante Station, however, as a result of debt-related cash restrictions at those properties, STN recognized no management fee revenue from those properties during the Predecessor periods.

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Selling, General and Administrative (“SG&A”).    SG&A expenses increased $24.9 million, or 9.7%, for the year ended December 31, 2011 as compared to the year ended December 31, 2010 , and SG&A as a percentage of net revenues increased to 24.0% for the year ended December 31, 2011 compared to 23.2% in year ended December 31, 2010 . The increase in SG&A expenses during year ended December 31, 2011 is primarily due to an increase of $17.0 million increase in general and administrative expenses and an increase of $9.0 million in advertising, promotional and sales expenses. The increase in general and administrative expenses is primarily the result of certain expenses being reflected in general and administrative that were reflected in corporate expense in the prior year. In addition, we paid approximately $6.5 million in bonuses during the year ended December 31, 2011 for which there was no comparable expense in the prior year.

SG&A expenses decreased $11.0 million for the year ended December 31, 2010 as compared to the year ended December 31, 2009 , and SG&A as a percentage of net revenues increased to 23.2% as compared to 21.6% for year ended December 31, 2009 . The decrease in SG&A expenses during year ended December 31, 2010 is primarily due to a decrease of $5.3 million in general and administrative expenses, a decrease of $3.8 million in maintenance expense, and a decrease of $1.9 million in other expenses.

Management Fee Expense.    As of the Effective Date, we entered into long-term Management Agreements with affiliates of Fertitta Entertainment (the “Managers”) to manage our properties, and certain executive officers and corporate employees of STN became employees of Fertitta Entertainment. Under the Management Agreements, we pay a base management fee equal to 2% of gross revenues and an incentive management fee equal to 5% of positive EBITDA (as defined in the agreements) for each of our managed properties. As a result, our statement of operations reflects management fee expense for which there was no comparable expense recorded by STN.

Corporate Expense. Prior to entry into the long-term Management Agreements on the Effective Date as described above, costs associated with STN’s executive and corporate administration were reflected in the corporate expense line item in its consolidated financial statements. Certain executive and corporate administrative functions are now performed by the Managers and the costs of these functions are included in the management fees Station pays to the Managers. As a result, Station’s statement of operations reflects no corporate expense comparable to that of STN.

Development and Preopening Expense.    Development expense includes costs to identify potential gaming opportunities and other development opportunities. Preopening expense represents certain costs incurred prior to the opening of projects under development including payroll, travel and legal expenses. Subsequent to the Effective Date, certain development activities are performed on our behalf by the Managers under the Management Agreements and as a result, development and preopening expense of Successor is not fully comparable to that of Predecessors. Combined development and preopening expense for the year ended December 31, 2011 was $2.5 million compared to $16.3 million for the year ended December 31, 2010. The decrease in development and preopening expense during year ended December 31, 2011 is primarily due to expenses recognized during 2010 related to the Gun Lake project, as well as the impact of the development arrangements with the Managers described above. The $16.3 million combined development and preopening expense for year ended December 31, 2010 reflects an increase of $4.3 million compared to the prior year, primarily due to $5.2 million in expense related to the Gun Lake project, partially offset by a $0.9 million net decrease in other development and preopening expenses.

Depreciation and Amortization.     The adoption of fresh-start reporting resulted in changes in the carrying values of our depreciable property, plant and equipment and definite-lived intangible assets. As a result, depreciation and amortization expense for the Successor and Predecessor periods is not comparable. Combined depreciation and amortization expense was $137.7 million for the year ended year ended December 31, 2011 compared to $174.9 million for the year ended December 31, 2010 . Combined depreciation and amortization expense for year ended December 31, 2010 reflected a decrease of $55.3 million compared to the year ended December 31, 2009 , primarily due to the expiration of the Thunder Valley management agreement which became fully amortized in June 2010, as well as the decrease in the carrying values of certain depreciable assets as a result of asset impairment charges recognized during 2009.

Asset Impairments.  Management determined that the carrying value at December 31, 2011 of one of our parcels of land held for development might not be recoverable and as a result, the asset was tested for impairment. We determined that the carrying value of the asset was higher than its estimated undiscounted future cash flows, and accordingly, an impairment charge of $2.1 million was recognized at December 31, 2011 to reduce the carrying value of the asset to its estimated fair value of $0.8 million. We expect to sell this land in the second quarter of 2012.

The SCI Plan as confirmed by the Bankruptcy Court on August 27, 2010 reflected a reorganization value for STN of approximately $2.6 billion, which was significantly less than the carrying value of its net assets that were subject to the plan. STN determined that this constituted an indicator of asset impairment and therefore STN reviewed substantially all of its assets for impairment during the third quarter of 2010. As a result of this impairment review, STN recognized asset impairments totaling $262.0 million, consisting of the following:

·$60.4 million to write down the goodwill of certain reporting units to fair value;

·$114.4 million related to land held for development;

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·$66.6 million related to the property and equipment of certain reporting units;

·$16.3 million related to its investment in Richfield Homes joint venture; and

·$4.3 million related to other intangible assets.

For the year ended December 31, 2009, STN recorded asset impairment charges totaling $1.28 billion, primarily as a result of the ongoing recession which resulted in decreased projected cash flow estimates, decreased valuation multiples for gaming assets due to the current market conditions and higher discount rates resulting from turmoil in the credit markets. Asset impairments recognized by STN during the year ended December 31, 2009 consisted of the following:

·$181.8 million to write down to fair value the goodwill of certain of its reporting units;

·$255.3 million to write down certain intangible assets to fair value;

·$30.0 million to write down investments in joint ventures to their fair values due to decreases in estimated future cash flows from these investments;

·$617.4 million related to land held for development due to decreased real estate values, changes in the anticipated use of certain land parcels, and the economic condition of STN and its ability to secure adequate financing for capital projects going forward;

·$179.4 million related to the property and equipment of certain reporting units; and

·$13.0 million related to capitalized Native American project costs which may not be recoverable.

Write-downs and Other Charges, net.  Write-downs and other charges, net includes charges related to non-routine transactions such as losses on asset disposals, severance expense, legal settlement accruals and other non-routine transactions. For the year ended December 31, 2011, combined write-downs and other charges, net totaled $8.1 million, primarily representing net losses on asset disposals. Combined write-downs and other charges, net for the year ended December 31, 2010 totaled $28.5 million, primarily representing charges related to expired land purchase options, restructuring charges and a legal settlement. Combined write-downs and other charges, net, for the year ended December 31, 2009 totaled $21.1 million and represent losses on asset disposals, lease terminations and project abandonments, and the write-off of a note receivable from an unconsolidated affiliate.

(Losses) Earnings From Joint Ventures.    As of the Effective Date, we hold 50% investments in Barley’s, The Greens, Wildfire Lanes and Losee Elkhorn Properties, LLC, and we account for these investments under the equity method. Our equity in the earnings (losses) of these investments reflects a loss of approximately $1.5 million for the Successor Period, which includes a goodwill impairment charge related to The Greens. We do not expect future earnings or losses from these investments to be a significant component of our operating results. During the Predecessor Periods, STN’s investments in joint ventures also included its 50% ownership interests in Green Valley Ranch and Aliante Station, and a 6.7% interest in a joint venture that owns the Palms Casino Resort. STN also owned a 50% investment in the Rancho Road and Richfield Homes development projects until late 2010. We acquired 100% ownership of Green Valley Ranch as a result of the Restructuring Transactions, and we did not acquire STN’s equity interest in Aliante Station. STN disposed of its investments in Rancho Road, Richfield Homes and the Palms Casino Resort prior to the Effective Date. STN’s losses from joint ventures for the period from January 1 through June 16, 2011 and for the years ended December 31, 2010 and 2009 were $0.9 million, $248.5 million and $127.6 million, respectively. STN’s losses from joint ventures for the years ended December 31, 2010 and 2009 primarily represent its 50% share of asset impairment charges recognized by from Aliante Station and Rancho Road, respectively.

Gain on Dissolution of Joint Venture.    During 2010, the Rancho Road and Richfield Homes joint ventures disposed of substantially all of their assets and were dissolved. At the date of dissolution, the carrying value of STN’s investment in Rancho Road was a deficit of $124.2 million as a result of accumulated losses in excess of the investment. Upon dissolution, STN removed this deficit carrying value from its books and recognized a gain. During 2010, STN recognized an impairment charge of approximately $16.3 million to write down the carrying value of its investment in Richfield Homes to the amount expected to be received from the disposal of the joint venture’s assets and as a result, no gain or loss on the dissolution of the Richfield Homes was recognized by STN.

Interest Expense,net.   As a result of the Restructuring Transactions, interest expense, net, for Station is not comparable to that of the Predecessors. The principal amount of Station’s outstanding indebtedness at December 31, 2011 was approximately $2.5 billion compared to Combined Predecessors’ indebtedness of approximately $6.7 billion prior to the Restructuring Transactions. In accordance with ASC Topic 852, following the filing of their respective Chapter 11 cases, STN

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and GVR Predecessor recognized interest expense only to the extent that it was expected to be paid or to become an allowed claim in the bankruptcy proceedings. Had the Predecessors recognized interest expense at the contractual terms, the Predecessors’ combined interest expense for the period from January 1 through June 16, 2011, and for the years ended December 31, 2010 and 2009 would have been $149.1 million, $315.3 million and $127.1 million higher, respectively, than what was recorded.

The following table presents summarized information related to interest expense (in thousands):

	Successor			Predecessors								Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Combined Successor and Predecessors			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Combined Predecessors			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Combined Predecessors
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011					Year Ended December 31, 2011			Year Ended December 31, 2010								Year Ended December 31, 2009
Interest cost, net of interest income	$	55,109		$	46,037		$	20,255	$	121,401		$	112,705		$	47,437	$	160,142		$	269,308		50,661		319,969
Amortization of debt discount and debt issuance costs	39,345			196			327		39,868			1,955			1,207		3,162			23,272			1,255		24,527
Less: Capitalized interest (a)	(2,155		)	(2,939		)	—		(5,094		)	(10,078		)	—		(10,078		)	(15,989		)	—		(15,989		)
Interest expense, net	$	92,299		$	43,294		$	20,582	$	156,175		$	104,582		$	48,644	$	153,226		$	276,591		$	51,916	$	328,507

(a)                   Capitalized interest primarily relates to Native American projects under development.

Interest and Other Expense from Joint Ventures.    STN recorded interest and other expense related to its unconsolidated joint ventures for the period from January 1 through June 16, 2011, and for the years ended December 31, 2010 and 2009, of $15.5 million, $66.7 million and $40.8 million, respectively. We recognized no interest and other expense from our investments in joint venture properties during the Successor Period, and we do not expect interest and other expense from these investments to be a significant component of our future operating results.

The $25.9 million increase in interest and other expense from joint ventures for the year ended December 31, 2010 compared to the year ended December 31, 2009 relates primarily to recording STN’s 50% share of the loss that resulted from the early termination of Green Valley Ranch’s interest rate swap in March 2010. Prior to the termination of this interest rate swap, the liability was carried at fair value, which incorporated nonperformance risk adjustments related to credit risks of both counterparties in accordance with ASC Topic 815, Derivatives and Hedging. Upon early termination of the swap, fair value accounting for the swap was discontinued and the carrying value of the liability was increased to a fixed termination settlement amount which did not incorporate nonperformance risk adjustments.

Change in Fair Value of Derivative Instruments.    Fluctuations in interest rates can cause the fair value of our derivative instruments to change each reporting period, and for derivative instruments not designated as hedging instruments, these changes in fair value are recognized as gains or losses in the statements of operations. For the period June 17, 2011 through December 31, 2011, all of Station’s derivative instruments are designated in hedging relationships which have no ineffectiveness, and as a result, changes in fair value of these derivative instruments had no effect on its statement of operations.

During the period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009, STN recorded gains (losses) related to changes in fair values of derivative instruments not designated in hedging relationships of $0.4 million, $(42,000) and $23.7 million, respectively. As a result of the Chapter 11 Case, certain interest rate swap liabilities were reclassified to liabilities subject to compromise in accordance with ASC Topic 852, and post-petition changes in the expected amount of the allowed claims for those interest rate swaps was recognized in the reorganization items line on STN’s

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consolidated statements of operations. The derivative gain recorded by STN for the year ended December 31, 2009 relates primarily to the period prior to STN’s Chapter 11 petition date. For the years ended December 31, 2010 and 2009, derivative losses of $2.6 million and $80.8 million, respectively, were included in reorganization items on STN’s statements of operations. The loss in 2009 was primarily due to the reversal of pre-petition nonperformance adjustments that were previously included in the carrying values of these swaps.

For the years ended December 31, 2010 and 2009, GVR Predecessor recognized derivative (losses) gains of $(50.6) million and $14.9 million, respectively, related to its floating-to-fixed interest rate swap. The loss recognized in 2010 relates primarily to the adjustment of the swap’s carrying value to its termination settlement amount as a result of early termination by the counterparty.

Gain on Early Retirement of Debt.     In January 2009, a wholly owned subsidiary of STN purchased $40.0 million in aggregate principal amount of STN’s outstanding $700 million 67 /8 % Senior Subordinated Notes and $8.0 million in aggregate principal amount of STN’s outstanding $450 million 61 /2 % Senior Subordinated Notes for approximately $1.5 million plus approximately $1.4 million in accrued interest. As a result, STN recorded a gain on early retirement of debt of approximately $40.3 million during the year ended December 31, 2009, representing the difference between the reacquisition price and the net carrying amount of the extinguished debt based on the face amount of the associated debt adjusted for the related unamortized discount and debt issuance costs.

Reorganization Items, net. Reorganization items, net represent amounts incurred as a direct result of the Chapter 11 Cases, primarily realized gains and losses, professional fees and expenses, and similar items that can be directly associated with the reorganization and restructuring of the business, including fresh-start adjustments, debt discharge and other effects of the Plans.

Income Taxes. Station is organized as a limited liability company and is not subject to federal income tax. As a result of the Restructuring Transactions, STN derecognized its deferred tax assets and liabilities and recognized an income tax benefit of $107.9 million for the period from January 1 through June 16, 2011. For the years ended December 31, 2010 and 2009 , STN recorded income tax benefits of $22.0 million and $289.9 million , respectively. GVR Predecessor was organized as a limited liability company and was not subject to federal income tax during the Predecessor periods.

Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, expansion projects and our subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors.

Year Ended December 31, 2011

On the Effective Date, we borrowed approximately $2.5 billion under new or amended credit agreements in connection with the Restructuring Transactions. The details of these credit agreements are described under “Description of Certain Indebtedness and Capital Stock” below.

At December 31, 2011, we had $95.8 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties. The Company’s restricted cash at December 31, 2011 was $2.0 million, as compared to restricted cash of the Combined Predecessors at December 31, 2010 of $279.9 million. The $277.9 million  decrease was primarily due to use of restricted cash in consummating the Restructuring Transactions, and the restricted cash balance at December 31, 2011 primarily represents cash placed in escrow for the payment of the remaining outstanding restructuring liabilities.

During the year ended December 31, 2011, Combined Successor and Predecessors’ cash flows used in operating activities totaled $2.7 billion, compared to cash flows provided by operating activities of the Combined Predecessors of $25.7 million for the year ended December 31, 2010. The increase in cash used in operating activities is primarily related to the Restructuring Transactions.

During the year ended December 31, 2011, MPM received approximately $38.2 million from Gun Lake Casino representing repayment of its note receivable and related accrued interest. Of this amount, approximately $11.2 million was paid to MPM’s non-controlling members and investors, and the remaining $27.0 million was retained by the Company.

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During the year ended December 31, 2011, total capital expenditures for the Combined Successor and Predecessors were $43.5 million for maintenance capital and other projects, as compared to Combined Predecessors’ capital expenditures of $37.1 million for the year ended December 31, 2010. We classify items as maintenance capital to differentiate replacement type capital expenditures such as new slot machines from investment type capital expenditures to drive future growth such as an expansion of an existing property. In contrast to normal repair and maintenance costs that are expensed when incurred, items we classify as maintenance capital are expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age.

In addition to capital expenditures, during the year ended December 31, 2011, the Combined Successor and Predecessors paid $7.1 million in reimbursable advances for Native American development projects compared to $16.0 million paid by STN Predecessor in the prior year. The decrease in expenditures for Native American development costs is primarily a result of the completion of the Gun Lake project in February 2011. During the year ended December 31, 2011, Station and STN Predecessor’ combined net equity distributions received from joint venture investees totaled $2.9 million.

During the Successor period June 17, 2011 through December 31, 2011, we paid $85.8 million in principal payments on our long-term debt under our Credit Agreements , including principal payments of $23.2 million, $48.3 million, and $13.6 million, respectively, on borrowings under the Propco, Opco, and GVR Credit Agreements, which are more fully described in the section entitled Description of Certain Indebtedness. During the period January 1, 2011 through June 16, 2011, STN paid $1.5 million in principal payments on its debt, including $0.6 million in quarterly payments on its term loan and $0.9 million for other debt.

At December 31, 2011, we had borrowing availability of $38.0 million under the Propco Credit Agreement, $17.9 million under the Opco Credit Agreement, and $5.8 million under the GVR Credit Agreements.

Year Ended December 31, 2010

The persistence of weak economic conditions in the United States and particularly in Las Vegas, including depressed real estate values, significant unemployment and low consumer confidence levels adversely affected the Predecessors’ net revenues and gross margin during 2010.

During the year ended December 31, 2010, combined cash provided by operating activities was approximately $25.7 million, as compared to cash used in operating activities of $134.6 million for the year ended December 31, 2009. The $160.4 million improvement in cash flows from operations resulted primarily from a decrease of $42.0 million in additions to restricted cash and a decrease of $141.9 million in cash paid for interest, partially offset by an increase of $23.0 million in cash used for reorganization items and a net increase of $0.6 million in other operating uses of cash.

During the year ended December 31, 2010, the Predecessors’ restricted cash increased by $104.0 million due primarily to restrictions placed on STN Predecessor’s cash by the lenders of its CMBS loans and the Bankruptcy Court, partially offset by restricted cash released in connection with the DIP financing. The decrease in cash paid for interest during 2010 was primarily due to the previously discussed cessation of interest payments on certain portions of STN Predecessor’s debt.

At December 31, 2010, the Predecessors had $206.0 million in cash and cash equivalents, of which approximately $96.0 million was in casino cages to be used for the day-to-day operations of the properties and the remaining $110.0 million was available to be used for general corporate purposes.

In connection with the filing of the Chapter 11 Case, on July 31, 2009, STN entered into an unsecured, subordinated administrative priority DIP Credit Agreement among STN, as borrower, Vista Holdings, LLC, a non-debtor subsidiary of STN (“Vista Holdings”), as administrative agent and lender, and the lenders party thereto, that provided for a $185.0 million revolving credit facility at an interest rate of LIBOR plus 2.5%. The proceeds of the loans incurred under the DIP Credit Agreement were used for working capital and other general corporate purposes of STN and its subsidiaries during the pendency of the Chapter 11 Case. At December 31, 2010, $172.0 million in advances were outstanding under the DIP Credit Agreement.

Also, in connection with the filing of the Chapter 11 Case, on July 31, 2009, Past Enterprises, Inc., a non-debtor subsidiary of STN (“Past Enterprises”), provided to STN an unlimited revolving credit facility (the “Past Revolving Loan”) at an interest rate of 2.78% per annum, the proceeds of which were to be used for working capital and other general corporate purposes of STN and its subsidiaries. At December 31, 2010, the outstanding balance due under the Past Revolving Loan totaled $289.3 million.

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In July 2010, Gun Lake completed a $165 million third-party construction financing facility (“Gun Lake Financing”), which STN Predecessor assisted them in obtaining in connection with the Gun Lake Development Agreement, and paid approximately $42.8 million to MPM representing a partial repayment of project advances. Of the $42.8 million, SC Michigan received a partial repayment of $39.3 million on its advances to MPM and used all of these funds to purchase funded debtor-in-possession loans made to STN Predecessor by Past Enterprises (the “SC Michigan Revolving Loan”). At December 31, 2010, the outstanding balance due under the SC Michigan Revolving Loan totaled $39.3 million.

During the year ended December 31, 2010, total the Predecessors’ combined capital expenditures were approximately $37.1 million for maintenance capital expenditures and various other projects. Capital expenditures during 2010 were $36.3 million lower than the prior year period, primarily due to reduced capital spending in response to current market conditions.

In addition to capital expenditures, during the year ended December 31, 2010, STN Predecessor paid approximately $16.0 million in reimbursable advances for its Native American development projects (see “Native American Development”), and received cash distributions from its joint venture investees, net of equity contributions paid, totaling $2.6 million .

During the year ended December 31, 2010 , the Predecessors paid $3.3 million in principal payments on their debt, including $2.5 million in quarterly payments on STN’s term loan and $0.8 million on other debt.

Year Ending December 31, 2012

Our primary cash requirements for 2012 are expected to include (i) principal and interest payments on indebtedness, (ii) approximately $75 million for maintenance and other capital expenditures, and (iii) payments related to our existing and potential Native American projects. Our required interest payments for 2012 are expected to total approximately $115.0 million . Our cash flow may be affected by a variety of factors, many of which are outside our control, including regulatory issues, competition, financial markets and other general business conditions. Although we believe that cash flows from operations, available borrowings under our credit agreements and existing cash balances will be adequate to satisfy our anticipated uses of capital for the foreseeable future, and we are continually evaluating our liquidity position and our financing needs. We cannot provide assurance, however, that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

Off-Balance Sheet Arrangements and Contractual Obligations

As of December 31, 2011, we have certain off-balance sheet arrangements that affect our financial condition, liquidity and results of operations, including operating leases, employment contracts, long-term stay-on performance agreements and slot conversion purchase obligations.

The following table summarizes our contractual obligations and commitments (amounts in thousands):

	Contractual obligations
	Long-termdebt andinterest rateswaps (a)		Operatingleases		Otherlong-termobligations (b)		Total contractualcash obligations
Payments due in the next twelve months as of December 31,
2012	$	131,362	$	8,291	$	15,844	$	155,497
2013	130,338		8,213		257		138,808
2014	131,931		8,232		40		140,203
2015	133,742		8,270		—		142,012
2016	2,460,586		8,308		—		2,468,894
Thereafter	41,900		409,933		—		451,833
Total	$	3,029,859	$	451,247	$	16,141	$	3,497,247

(a)Includes principal and contractual interest on long-term debt and projected cash payments on interest rate swaps based on interest rates in effect at December 31, 2011, except for contractual interest payments related to the Senior Notes, which are based on the interest rate in effect at January 3, 2012. See Notes 15 and 16 to the consolidated financial statements in this Annual Report on Form 10-K for additional information related to long-term debt and derivative instruments.

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(b)Other long-term obligations include employment contracts, long-term stay-on agreements and slot conversion purchase obligations.

Inflation

We do not believe that inflation has had a significant impact on our or Predecessors’ revenues, results of operations or cash flows in the last three fiscal years.

Native American Development

Following is a summary of our Native American Development Projects, which are more fully described in Note 10 in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

The Federated Indians of Graton Rancheria

We have development and management agreements with the FIGR, a federally recognized Native American tribe. Pursuant to those agreements, we have agreed to assist the FIGR in developing, financing and operating a gaming and entertainment project to be located near the City of Rohnert Park in Sonoma County, California.

The management agreement has a term of seven years from the date of opening of the project and Station will receive a management fee equal to 24% of the facility’s net income in years one through four and 27% of the facility’s net income in years five through seven. Station will also receive a development fee equal to 2% of the cost of the project upon the opening of the project. The NIGC has approved the management agreement for Class II gaming at the planned facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer-aided versions of such games), and non-banked card games. The FIGR and Station may also pursue approval of Class III gaming, which would permit casino-style gaming, at the planned facility. Class III gaming would require an approved compact with the State of California and approval by the NIGC of a modification to the existing management agreement, or a new management agreement, permitting Class III gaming.

During 2010, the BIA accepted approximately 254 acres of land owned by Station into trust on behalf of the FIGR for the development of the project by Station and the FIGR.

The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals. Station plans to continue contributing significant financial support to the project, even though there can be no assurances as to when or if the necessary approvals will be obtained. We currently estimate that construction of the facility will begin after the financing for the project has been obtained, which we anticipate to be during the middle of 2012, and we estimate that the facility would be completed and opened for business approximately 18 to 24 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all.

We have evaluated the likelihood that the FIGR project will be successfully completed and opened, and have concluded that at December 31, 2011, the likelihood of successful completion is in the range of 80% to 90%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including the status of required regulatory approvals, and the progress being made toward the achievement of all milestones and the likelihood of successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the project even if it is successfully completed and opened for business.

North Fork Rancheria of Mono Indian Tribe

We have development and management agreements with the Mono, a federally recognized Native American tribe located near Fresno, California, pursuant to which we have agreed to assist the Mono in developing, financing and operating a gaming and entertainment facility to be located in Madera County, California. The management agreement has a term of seven years from the opening of the facility and provides for a management fee of 24% of the facility’s net income.

In 2008, the Mono and the State of California entered into a tribal-state Class III gaming compact. The compact is subject to approval by the California Legislature and, if approved, will regulate gaming at the Mono’s proposed gaming and entertainment project to be developed on the site. No assurances can be provided as to whether the California Legislature will approve the compact.

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On August 6, 2010, the BIA published notice in the Federal Register that the environmental impact statement for the Mono’s casino and resort project had been finalized and is available for review. On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the proposed site would be in the best interest of the Mono and would not be detrimental to the surrounding community. In order for the proposed site to be taken into trust by the DOI for the benefit of the Mono, the Governor of California must concur in the Assistant Secretary’s determination. In the event the Governor concurs, the Assistant Secretary will proceed with a final decision on having the land taken into trust for gaming purposes. Notice of the trust decision would be published in the Federal Register together with the record of decision finalizing the environmental review process. Notwithstanding the Secretary’s decision, opponents of the project may still seek to exercise their legal remedies to delay or stop the project.

As currently contemplated, the facility is expected to include approximately 2,000 slot machines and approximately 60 table games, a hotel and several restaurants. Development of the project remains subject to certain governmental and regulatory approvals, including, but not limited to, approval by the California Legislature of the gaming compact with the State of California, the DOI accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. We currently estimate that construction of the facility may begin in the second half of 2013 and we estimate that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all. We expect to obtain third-party financing for the project once all necessary regulatory approvals have been received and construction has commenced, however there can be no assurance that we will be able to obtain such financing for the project on acceptable terms or at all.

We have evaluated the likelihood that the Mono project will be successfully completed and opened, and have concluded that at December 31, 2011 , the likelihood of successful completion is in the range of 60% to 70%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the project even if it is successfully completed and opened for business.

Mechoopda Indian Tribe

We have development and management agreements with the MITCR, a federally recognized Native American tribe. Pursuant to those agreements, we agreed to assist the MITCR in developing and operating a gaming and entertainment facility to be located on a portion of an approximately 650-acre site in Butte County, California, at the intersection of State Route 149 and Highway 99, approximately 10 miles southeast of Chico, California and 80 miles north of Sacramento, California.

Under the terms of the development agreement, Predecessor agreed to arrange the financing for the ongoing development costs and construction of the facility. Through December 31, 2011 , advances to the MITCR toward development of the project totaled approximately $12.3 million , primarily to complete the environmental assessment and secure real estate for the project. The advances to the MITCR bear interest at prime plus 2%, and are to be repaid from the proceeds of third-party project financing or from the MITCR’s gaming revenues. In addition, STN agreed to pay approximately $2.2 million of payments upon achieving certain milestones, which will not be reimbursed. Through December 31, 2011 , $50,000 of these payments had been made by STN and were expensed as incurred. Given the ongoing recession and thus the revised expected potential of the project, the long-term asset associated with this project was written off by STN in 2009. Prior to the Effective Date, STN discontinued funding for the development of the facility and we anticipate terminating the agreements.

Land Held for Development

We have acquired certain parcels of land as part of future development activities. Our decision whether to proceed with any new gaming or development opportunity is dependent upon future economic and regulatory factors, the availability of acceptable financing and competitive and strategic considerations. As many of these considerations are beyond our control, no assurances can be made that we will be able to proceed with any particular project.

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As of December 31, 2011, we had $227.9 million of land held for development consisting primarily of 11 sites that are owned or leased, including sites in the Las Vegas valley, northern California and Reno, Nevada.

As previously described under the caption “Asset Impairments”, we recognized an impairment charge of $2.1 million during the Successor period June 17, 2011 through December 31, 2011 to write down the carrying value of a parcel of land held for development in California to its estimated fair value of $0.8 million. We expect to sell this parcel of land in the second quarter of 2012.

Regulation and Taxes

We are subject to extensive regulation by the Nevada gaming authorities and will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future, including the NIGC and the Gun Lake Tribal Gaming Commission.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada Legislature meets every two years for 120 days and when special sessions are called by the Governor. The legislature is not currently in session. There were no specific proposals during the most recent legislative session to increase gaming taxes, however there are no assurances that an increase in gaming taxes will not be proposed and passed by the Nevada Legislature in the future.

In March 2008, in the matter captioned Sparks Nugget, Inc. vs. State ex rel. Department of Taxation, the Nevada Supreme Court ruled that food and non-alcoholic beverages purchased for use in complimentary meals provided to employees and patrons is not subject to Nevada use tax. In April 2008, the Department of Taxation filed a motion for rehearing of the Supreme Court’s decision, and in July 2008, the Nevada Supreme Court denied the Department of Taxation’s motion for rehearing. We have filed refunds for the periods from April 2000 through February 2008. The amount subject to these refunds is approximately $15.6 million plus interest. Any amount refunded to us would be reduced by a contingent fee owed to a third party advisory firm. The Department of Taxation has subsequently taken the position that these purchases are subject to Nevada sales tax. Accordingly, we have not recorded a receivable related to a refund for the previously paid use tax on these purchases in the accompanying consolidated balance sheets as of December 31, 2011 and 2010, respectively. However, we began claiming this exemption on sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The Department of Taxation has issued a $10.0 million sales tax assessment, plus interest of $8.1 million, related to these food costs. We have not accrued a liability related to this assessment because we do not believe the Department of Taxation’s position has any merit, and therefore we do not believe it is probable that we will owe this tax. Recently, the Nevada Department of Taxation has asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis. This position stems from a recent Nevada Tax Commission decision concerning another gaming company which states that complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. The other gaming company filed in Clark County District Court a petition for judicial review of the Nevada Tax Commission decision. The Company is currently evaluating whether or not to accrue tax prospectively as it disagrees with the position asserted by the Nevada Department of Taxation.

We believe that our recorded tax balances are adequate. However, it is not possible to determine with certainty the likelihood of possible changes in tax law or in the administration of such law, regulations or compact provisions. Such changes, if adopted, could have a material adverse effect on our operating results.

Description of Certain Indebtedness and Capital Stock

Effective June 17, 2011, the Company and its subsidiaries entered into:

·A new credit agreement (the “Propco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, the other lender parties thereto (collectively, the “Mortgage Lenders”), consisting of a term loan facility in the principal amount of $1.575 billion (the “Propco Term Loan”) and a revolving credit facility in the amount of $125 million (the “Propco Revolver”). On January 3, 2012 an aggregate principal amount of $625 million in term loans outstanding under the Propco Credit Agreement was exchanged for Senior Notes. Immediately following the exchange, an aggregate of $941 million in term loans remained outstanding under the Propco Credit Agreement.

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·A new credit agreement (the “Opco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties there to, consisting of approximately $436 million in aggregate principal amount of term loans and a revolving credit facility in the amount of $25 million; and

·An amended and restated credit agreement (the “Restructured Land Loan”) with the Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders (the “Land Loan Lenders”), consisting of a term loan facility with a principal amount of $105 million; and

·A new first lien credit agreement with Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders (collectively, the “GVR Lenders”), consisting of a revolving credit facility in the amount of $10 million (the “GVR First Lien Revolver”) and a term loan facility in the amount of $215 million (the “GVR First Lien Term Loan and together with the GVR First Lien Revolver, the “GVR First Lien Credit Agreement”), and a new second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the “GVR Second Lien Term Loan” and together with the GVR First Lien Credit Agreement, the “GVR Credit Agreements”).

The Propco Credit Agreement, the Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the “Credit Agreements”. The Credit Agreements contain a number of covenants that impose significant operating and financial restrictions on the Company, including restrictions on the Company and its subsidiaries’ ability to, among other things: (a) incur additional debt or issue certain preferred units; (b) pay dividends on or make certain redemptions, repurchases or distributions in respect of the Company’s membership interests or make other restricted payments; (c) make certain investments; (d) sell certain assets; (e) create liens on certain assets; (f) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (g) enter into certain transactions with its affiliates. In addition, the Credit Agreements contain certain financial covenants, including minimum interest coverage ratio, total leverage ratio and maximum capital expenditures.

The Credit Agreements also contain certain events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act events; material judgments; and a change of control.

Propco Credit Agreement

As of the Effective Date, the Company, as borrower, entered into the Propco Term Loan and the Propco Revolver. The Propco Term Loan originally had three tranches: Tranche B-1 in the principal amount of $200 million, Tranche B-2 in the principal amount of $750 million and Tranche B-3 in the principal amount of $625 million. The initial maturity date of the loans made under the Propco Credit Agreement is on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of an extension fee equal to 1.00% of the outstanding principal amount of the term loans, plus the revolving credit commitments, for each extension, and pro forma compliance with total leverage and interest coverage ratios. Effective January 3, 2012, the lenders elected (a) to fix the interest rate on the Tranche B-3 loan, and (b) to exchange all of such fixed rate Tranche B-3 loans for senior unsecured notes in a form suitable for resale under Rule 144A of the Securities Act of 1933, as amended (the “Senior Notes”). See Senior Notes below for additional information.

Interest accrues on the principal balance of the outstanding amounts under the Tranche B-1 loans at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% in the sixth year if the Company elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if the Company elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Interest accrues on the Tranche B-2 loan at a rate per annum, as selected by the Company of not more than LIBOR plus 4.00% or base rate plus 3.00%. Interest accrues on the principal balance of the outstanding amounts under the Propco Revolver at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00%. Additionally, the Company is subject to a fee of 0.50% for the unfunded portion of the Propco Revolver.

The Company is required to hedge 50% of the outstanding principal balance of the term loans for a period of no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, the Company entered into a floating-to-fixed interest rate swap with a notional amount of $850 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the Company pays a fixed rate of approximately 1.29% and receives one-month LIBOR.

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The Propco Credit Agreement contains certain financial and other covenants, including a total leverage ratio and a minimum interest coverage ratio in each case with testing beginning with the fiscal quarter ending December 31, 2012. The Propco Credit Agreement also limits capital expenditures. The Company is in compliance with all Propco Credit Agreement covenants as of December 31, 2011 . The Company is not required to make principal payments prior to maturity of the Propco Credit Agreement other than (a) quarterly payments of an amount equal to 0.25% of the aggregate principal amount of the Tranche B-1 and Tranche B-2 loans outstanding on the Effective Date, (b) prepayments of the Tranche B-1 loans (and Tranche B-2 loans after Tranche B-1 has been paid in full) of 75% of excess cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 6.00:1.00, 50% of excess cash flow if the total leverage ratio is less than 6.00:1.00 but greater than or equal to 4.00:1.00, or 25% if the total leverage ratio is less than 4.00:1.00; (c) prepayments with proceeds of certain asset sales, events of loss, incurrence of debt and equity issuances, and (d) prepayments of the Propco Revolver of unrestricted cash in excess of $15 million (which do not permanently reduce the revolving loan commitment) .

The Propco Credit Agreement is guaranteed by all subsidiaries of the Company except its unrestricted subsidiaries. The Propco Credit Agreement is secured by a pledge of the Company’s equity (including equity held by Station Holdco and Station Voteco in the Company), together with all tangible and intangible assets of the Company and its restricted subsidiaries, including a pledge by the Company of the stock of NP Opco Holdings LLC, GVR Holdco 3 LLC, and NP Landco Holdco LLC.

Senior Notes

Effective January 3, 2012, the Mortgage Lenders elected (a) to fix the interest rate on the Tranche B-3 loan, and (b) to exchange all of such fixed rate Tranche B-3 loan for the Senior Notes. Interest accrues on the Senior Notes at an initial annual rate of 3.65%, increasing to 3.66% on June 16, 2012, 3.67% on June 16, 2013, 4.87% on June 16, 2014, 7.2% on June 16, 2016 and 9.54% on June 16, 2017. To the extent the Company has not repaid the Senior Notes, it will be required to pay a duration fee equal to 1% of the then outstanding aggregate principal amount of the Senior Notes on June 17, 2016 and June 19, 2017. The Senior Notes are guaranteed by the Company’s restricted subsidiaries that are guarantors under the Propco Credit Agreement, which are the Company’s subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC. The Senior Notes are redeemable at any time after December 31, 2012 at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, and the Company is required to offer to purchase the notes at 100% of the principal amount plus accrued interest thereon in the event of certain change of control transactions and with certain proceeds of asset sales.

The indenture governing the Senior Notes contains certain financial and other covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to make restricted payments or investments, incur additional indebtedness or issue disqualified stock, create subordinated indebtedness that is not subordinated to the Senior Notes or the guarantees, create liens, transfer and sell assets, merge, consolidate or dispose of substantially all of their assets, enter into certain transactions with affiliates, engage in lines of business other than their core business and related businesses, and create restrictions on dividends and other payments by the restricted subsidiaries.

Opco Credit Agreement

As of the Effective Date, a subsidiary of the Company, NP Opco LLC (“Opco”), as borrower, entered into the Opco Credit Agreement consisting of (a) a term loan facility in the principal amount of approximately $435.7 million (the “Opco Term Loan”), and (b) a revolving credit facility in the maximum amount of $25 million, the availability of which is subject to standard continuing conditions (the “Opco Revolver”). Opco has the option, after the first anniversary of the Effective Date, to solicit lending commitments to increase the amount of the Opco Revolver by up to an additional $25 million. The initial maturity date is the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of a 1% extension fee for each extension, and pro forma compliance with total leverage and interest coverage ratios. Interest accrues on the principal balance of loans at the rate per annum, as selected by Opco, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if Opco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if Opco elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Additionally, Opco is subject to a fee of 0.50% for the unfunded portion of the Opco Revolver. Opco is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, Opco entered into a floating-to-fixed interest rate swap with a notional amount of $260.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate.

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Under the terms of the interest rate swap, Opco pays a fixed rate of approximately 1.34% and receives one-month LIBOR.

The Opco Credit Agreement contains certain financial and other covenants. These include a maximum total leverage ratio and a minimum interest coverage ratio, which covenants commence on the earlier of 18 months after the Effective Date or the date on which aggregate investments by Opco deemed to have been made due to the designation of restricted subsidiaries as unrestricted subsidiaries exceed $10 million. The Opco Credit Agreement also limits capital expenditures. The Company is in compliance with all Opco Credit Agreement covenants as of December 31, 2011. Opco is not required to make principal payments prior to the maturity of the Opco Credit Agreement other than (a) quarterly payments of $663,768 for application to the Opco Term Loans, (b) commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 3.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 3.50:1.00 but greater than or equal to 2.50:1.00, or 25% if the total leverage ratio is less than 2.50:1.00; (c) prepayments with proceeds of certain asset sales, reimbursements of investments, events of loss, incurrence of debt and equity issuances; and (d) prepayments of the Opco Revolver of unrestricted cash in excess of $7.5 million (which do not permanently reduce the revolving loan commitment).

The Opco Credit Agreement is guaranteed by NP Opco Holdings LLC (“Opco Holdings”) and all subsidiaries of Opco except unrestricted subsidiaries. The Opco Credit Agreement is secured by a pledge of Opco equity, together with all tangible and intangible assets of Opco Holdings, Opco and its subsidiaries (other than property of unrestricted subsidiaries and subject to limitations required by applicable gaming laws).

Restructured Land Loan

As of the Effective Date, an indirect wholly owned subsidiary of the Company, CV PropCo, LLC (“CV Propco”), as borrower, entered into the Restructured Land Loan in the principal amount of $105 million. The initial maturity date of the Restructured Land Loan is June 16, 2016. Interest accrues on the principal balance at the rate per annum, at the option of the Company of LIBOR plus 3.50% or base rate plus 2.50% for the first five years; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if CV Propco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% in the seventh year if CV Propco elects to exercise the second optional extension of the maturity of the loans. All interest on the Restructured Land Loan will be paid in kind for the first five years. CV Propco has two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to 1.00% extension fee for each year, a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. Interest accruing in the sixth and seventh years shall be paid in cash. There is no scheduled minimum amortization prior to final stated maturity, but the Restructured Land Loan is subject to mandatory prepayments with excess cash and, subject to certain exceptions, with casualty or condemnation proceeds. The Restructured Land Loan is guaranteed by NP Tropicana LLC (an indirect subsidiary of the Company), NP Landco Holdco LLC (a subsidiary of the Company and parent of CV PropCo and NP Tropicana LLC) and all subsidiaries of CV Propco and secured by a pledge of CV Propco and NP Tropicana LLC equity and all tangible and intangible assets of NP Tropicana LLC, NP Landco Holdco LLC and CV Propco and its subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding the Wild Wild West Gambling Hall and Hotel (“Wild Wild West”), and the leasehold interest in the land on which the Wild Wild West is located. The land carry costs of CV Propco are supported by the Company under a limited support agreement and recourse guaranty (the “Limited Support Agreement”) that provides for a guarantee from the Company to the Land Loan Lenders of: (a) the net operating costs of CV Propco and NP Tropicana LLC, including (i) timely payment of all capital expenditures, taxes, insurance premiums, other land carry costs and indebtedness (excluding debt service for the Restructured Land Loan) payable by CV Propco and (ii) rent, capital expenditures, taxes, management fees, franchise fees, maintenance, operations and ownership payable by NP Tropicana LLC; and (b) certain recourse liabilities of CV Propco and NP Tropicana LLC under the Restructured Land Loan, including, without limitation, payment and performance of the Restructured Land Loan in the event any of CV Propco, NP Landco Holdco LLC or NP Tropicana LLC files or acquiesces in the filing of a bankruptcy petition or similar legal proceeding. As part of the consideration for the Land Loan Lenders’ agreement to enter into the Restructured Land Loan, CV Propco and NP Tropicana LLC issued warrants to the Land Loan Lenders (or their designees) for up to 60% of the outstanding equity interests of each of CV Propco and NP Tropicana LLC exercisable for a nominal exercise price commencing on the earlier of (i) the date that the Restructured Land Loan is repaid, (ii) the date CV Propco sells any land to a third party, and (iii) the fifth anniversary of the Restructured Land Loan.

GVR Credit Agreements

As of the Effective Date, Station GVR Acquisition, LLC, as borrower (“GVR Borrower”), entered into the GVR First Lien Credit Agreement which consists of a $10 million revolving credit facility (the “GVR Revolver”) and a $215 million term loan (the “GVR First Lien Term Loan” and together with the GVR Revolver, the “GVR First Lien Loan”) and the GVR Second

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Lien Credit Agreement consisting of a $90 million term loan (the “GVR Second Lien Loan” and together with the GVR First Lien Loan, the “GVR Loans”). The maturity date of the GVR First Lien Loan is the fifth anniversary of the Effective Date and the maturity date of the GVR Second Lien Loan is the sixth anniversary of the Effective Date. The GVR First Lien Term Loan has scheduled quarterly minimum amortization payments in the amount of 1% per annum. There are no scheduled minimum amortization payments of the second lien term loan prior to final stated maturity. The GVR Loans are subject to customary mandatory prepayments, including sale of equity or issuance of debt and commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess cash flow if the total leverage ratio is equal to or greater than 4.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 4.50:1.00, in each case, to maintenance of minimum liquidity of $3 million. Interest accrues on the GVR First Lien Loan at the rate per annum, at the option of the Company of LIBOR plus 4.75% with a 1.50% LIBOR floor or base rate plus 3.75% with a 2.50% base rate floor and interest accrues on the GVR Second Lien Loan at the rate per annum, at the option of the Company of LIBOR plus 8.50% with a 1.50% LIBOR floor or a base rate plus 7.50% with a 2.50% base rate floor. The GVR Borrower is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than two years from the date of entry into the applicable swap. Pursuant to this requirement, the GVR Borrower entered into a floating-to-fixed interest rate swap with a notional amount of $228.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the GVR Borrower pays a fixed rate of approximately 2.03% and receives one-month LIBOR, subject to a minimum of 1.50%.

The GVR Credit Agreements contain certain financial and other covenants including a maximum total leverage ratio and a fixed charge coverage ratio. The GVR Credit Agreements also limits capital expenditures. The GVR Loans are guaranteed by all subsidiaries of GVR Borrower and its immediate parent company, GVR Holdco 1 LLC (“GVR Holdco”) and is secured by first lien and second lien pledges of GVR Borrower equity, together with first and second priority liens on all tangible and intangible assets of GVR Holdco and its subsidiaries that may be pledged as collateral pursuant to applicable law. At December 31, 2011, the GVR Borrower is in compliance with all covenants related to the GVR Credit Agreements.

Capital Stock

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. On the Effective Date, 100 Voting Units were issued to Station Voteco representing 100% of the Company’s outstanding Voting Units and 100 Non-Voting Units were issued to Station Holdco representing 100% of the Company’s outstanding Non-Voting Units. Station Voteco is the only member of the Company entitled to vote on any matters to be voted on by the members of the Company. Station Holdco, as the holder of the Company’s issued and outstanding Non-Voting Units, will not be entitled to vote on any matters to be voted on by the members of the Company, but will be the only member of the Company entitled to receive distributions as determined by its Board of Managers out of funds legally available therefor and in the event of liquidation, dissolution or winding up of the Company, is entitled to all of the Company’s assets remaining after payment of liabilities.

Derivative Instruments

We have entered into various interest rate swaps to manage our exposure to interest rate risk. At December 31, 2011 we have three floating-to-fixed interest rate swaps with notional amounts totaling $1.3 billion which mature in 2015. These interest rate swaps effectively convert a portion of our variable-rate debt to a fixed rate, and we have designated them as cash flow hedging instruments for accounting purposes. As of December 31, 2011, we paid a weighted-average fixed interest rate of 1.60% and received a weighted-average variable interest rate of 0.48%.

The difference between amounts received and paid under our interest rate swap agreements, as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the interest rate swaps. For the period June 17, 2011 through December 31, 2011, the swaps increased our interest expense by $5.5 million.

Critical Accounting Policies and Estimates

Critical accounting policies and estimates are those that are both important to the presentation of our financial condition and results of operations and require management to apply significant judgment in determining the estimates and assumptions for calculating estimates. The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Certain of our accounting policies, including the determination of slot club program liability, the estimated useful lives assigned to assets, asset impairment, self-insurance reserves, bad debt expense and derivative instruments, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. We base our estimates on

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historical experience, information that is currently available to us and various other assumptions that we believe are reasonable under the circumstances, and we evaluate our estimates on an ongoing basis. Actual results may differ from these estimates. We believe the critical accounting policies described below affect the most significant judgments and estimates used in the preparation of our consolidated financial statements. Additional detail about our critical accounting policies, as well as information about our other significant accounting policies, is included in Note 2 of Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Long-Lived Assets

Our business is capital intensive and a significant portion of our capital is invested in property and equipment and other long-lived assets. We review long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure recoverability of these assets by comparing the carrying amounts to the future undiscounted cash flows the assets are expected to generate and if the asset is considered to be impaired, we recognize impairment equal to the amount by which the carrying value of the asset exceeds its fair value. Our long-lived asset impairment tests are performed at the reporting unit level, and each of our operating properties is considered a separate reporting unit.

Inherent in the calculation of fair values are various estimates. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. If our ongoing estimates of future cash flows are not met, we may have to record impairment charges in future accounting periods. Estimates of cash flows are based on the current regulatory, political and economic climates in the areas where we operate, recent operating information and budgets of our properties. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to our properties.

Property and Equipment. Property and equipment is initially recorded at cost, other than fresh-start adjustments which are recorded at fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the lease term, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Construction in progress is related to the construction or development of property and equipment that have not yet been placed in service for their intended use. Depreciation and amortization for property and equipment commences when the asset is placed in service.

We must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. We classify items as maintenance capital to differentiate replacement type capital expenditures such as a new slot machine from investment type capital expenditures to drive future growth such as an expansion of an existing property. In contrast to normal repair and maintenance costs that are expensed when incurred, items we classify as maintenance capital are expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of its properties and equipment as a result of use and age. Our depreciation expense is highly dependent on the assumptions we make about our assets’ estimated useful lives. We estimate useful lives based on our experience with similar assets, engineering studies and our estimate of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, we account for the change prospectively.

Goodwill. We test our goodwill for impairment annually during the fourth quarter of each year, or more frequently if events or changes in circumstances indicate that our goodwill may be impaired. If impairment exists, we recognize impairment based on the difference between the carrying amount of a reporting unit’s goodwill and its implied fair value. No impairment was recognized as a result of our goodwill impairment testing during the fourth quarter of 2011.

Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets include brands and certain license rights. The fair value of brands is estimated using a derivation of the income approach to valuation, based on estimated royalties saved through ownership of the assets, utilizing market indications of fair value. We test our indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances make it more likely than not that an impairment may have occurred. Indefinite-lived intangible assets are not amortized unless it is determined that their useful life is no longer indefinite. We periodically review our indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite-lived intangible asset no longer has an indefinite life, then the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset.

Finite-Lived Intangible Assets. Our finite-lived intangible assets include assets related to our customer relationships and management contracts. We amortize our finite-lived intangible assets over their estimated useful lives using the straight-line method. We periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization. The customer relationship intangible asset represents the value associated with our rated casino guests. The initial fair value of the customer relationship intangible

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asset was estimated based on the projected net cash flows associated with these casino guests. The recoverability of our customer relationship intangible asset could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of visitations which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests. Should events or changes in circumstances cause the carrying value of the customer relationship intangible asset to exceed its estimated fair value, we would record an impairment charge in the amount of the excess.

Management contract intangible assets refer to the value associated with management agreements under which we provide management services to various casino properties, including the casinos operated by joint ventures in which we hold a 50% equity interest and certain Native American casinos which we have developed or are currently developing. The fair values of management contract intangible assets are estimated using discounted cash flow techniques based on future cash flows expected to be received in exchange for providing management services. We amortize our management contract intangible assets over their expected useful lives using the straight-line method, beginning when the property commences operations and management fees are being earned.

Native American Development Costs. We incur certain costs associated with development and management agreements entered into with Native American Tribes (the “Tribes”). In accordance with the accounting guidance in ASC Topic 970, Real Estate—General , costs for the acquisition and related development of the land and the casino facilities are capitalized as long-term assets until such time as the assets are transferred to the Tribe, at which time a long term receivable is recognized.

In accordance with the accounting guidance for capitalization of interest costs, we capitalize interest on Native American development projects once a “Notice of Intent” (or the equivalent) to transfer the land into trust has been issued by the DOI, signifying that activities are in progress to prepare the asset for its intended use.

We earn a return on the costs incurred for the acquisition and development of the projects. Due to the uncertainty surrounding the estimated cost to complete and the collectability of the stated return, we account for the return earned on Native American development costs using the cost recovery method described in ASC Topic 360-20, Real Estate Sales. Under the cost recovery method, recognition of the return is deferred until the gaming facility is complete and transferred to the Tribe and the resulting receivable has been repaid. Repayment of the advances and the return typically is funded from a refinancing by the Tribe, from the cash flows of the gaming facility, or both.

We evaluate our Native American development costs for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360-10. We evaluate each project for impairment whenever events or changes in circumstances indicate that the carrying amount of the project might not be recoverable, taking into consideration all available information. Among other things, we consider the status of the project, any contingencies, the achievement of milestones, any existing or potential litigation, and regulatory matters when evaluating our Native American projects for impairment. If an indicator of impairment exists, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted expected future cash flows do not exceed the carrying value, then the asset is written down to its estimated fair value, with fair value typically estimated based on a discounted future cash flow model or market comparables, when available. We estimate the undiscounted future cash flows of each of our Native American development projects based on a consideration of all positive and negative evidence about the future cash flow potential of the project including, but not limited to, the likelihood that the project will be successfully completed, the status of required approvals, and the status and timing of the construction of the project, as well as current and projected economic, political, regulatory and competitive conditions that may adversely impact the project’s operating results.

Slot Club Programs

Our Boarding Pass player rewards program (the “Program”) allows customers to redeem points earned from their gaming activity at our Las Vegas area properties for cash and complimentary slot play, food, beverage, rooms, entertainment and merchandise. At the time points are redeemed for complimentaries under the Program, the retail value is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses.

Under the Programs, customers are able to accumulate points over time that they may redeem at their discretion under the terms of the Programs. We record a liability for the estimated cost of the outstanding points under the Program that we believe will ultimately be redeemed. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, converted to a redemption value times the average cost. The redemption value is estimated based on the average number of points needed to redeem for rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. When calculating the average cost we use historical point redemption patterns to determine the redemption distribution between gaming, food, beverage,

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rooms, entertainment, merchandise and cash. Our accrued liability for the cost of anticipated Program redemptions was $9.0 million and $10.1 million at December 31, 2011 and 2010, respectively, which is reflected in the consolidated balance sheets.

Self-Insurance Reserves

We are currently self-insured up to certain stop loss amounts for workers’ compensation and general liability costs. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not reported. At December 31, 2011 and 2010, total self-insurance accruals reflected in the consolidated balance sheets were $8.3 million and $4.8 million, respectively. In estimating these accruals, we evaluate historical loss experience and make judgments about the expected levels of costs per claim. We believe changes in medical costs, trends in claims of its employee base, accident frequency and severity and other factors could materially affect the estimate for these liabilities. We continually monitor changes in employee demographics, incident and claim type, evaluate our self-insurance accruals, and adjust our accruals based on our evaluation of these qualitative data points.

Derivative Instruments

From time to time we enter into derivative instruments, typically in the form of interest rate swaps, in order to manage interest rate risks associated with our debt. We account for our derivative instruments and hedging activities in accordance with ASC Topic 815, Derivatives and Hedging, which requires us to recognize our derivative instruments at fair value in our consolidated balance sheets as either assets or liabilities. The accounting for changes in fair value (i.e. gains or losses) of derivative instruments depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to qualify for hedge accounting. All of our derivative instruments qualify for and are designated in cash flow hedging relationships, which are intended to hedge our exposure to variability in expected future cash flows related to interest payments on our debt. Fluctuations in interest rates can cause the fair value of our derivative instruments to change each reporting period, and such changes in fair value could have a significant impact on our consolidated financial statements. See Note 16 of Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for further information about our derivative and hedging activities and the related accounting.

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Our primary exposure to market risk is interest rate risk associated with our long-term debt. We evaluate our exposure to market risk by monitoring interest rates in the marketplace. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term and short-term borrowings under our Credit Agreements, and by using interest rate swaps and similar instruments to hedge against the earnings effects of interest rate fluctuations. Borrowings under our Credit Agreements bear interest at a margin above LIBOR or Base Rate (each as defined in the Credit Agreements) as selected by us. The total amount of outstanding borrowings is expected to fluctuate and may be reduced from time to time.

At December 31, 2011, $2.4 billion of the borrowings under our Credit Agreements, including the $625 million in Tranche B-3 term loans that were converted to Senior Notes at January 3, 2012, is based on LIBOR plus applicable margins of 1.80% to 8.50%, and the remainder is based on the Base Rate (as defined in the Credit Agreements) plus applicable margins of 2.00% to 3.25%. At December 31, 2011, the LIBOR rates underlying our LIBOR-based borrowings ranged from 0.29% to 0.57%, and the Base Rate ranged from 5.25% to 7.00%. The weighted-average interest rates for variable-rate debt shown in the following table are calculated using the rates in effect on our borrowings as of December 31, 2011. We cannot predict the LIBOR or Base Rate interest rates that will be in effect in the future, and actual rates will vary. Based on our outstanding borrowings as of December 31, 2011, after giving effect to the conversion of the Tranche B-3 term loan to Senior Notes at January 3, 2012, an assumed 1% change in variable interest rates would cause our annual interest cost to increase by approximately $4.8 million. The estimated fair value of our long-term debt at December 31, 2011 is $2.1 billion.

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The following table shows information about future maturities of our long-term debt and the weighted-average stated interest rates at December 31, 2011 after giving effect to the exchange of the Tranche B-3 term loans for the Senior Notes on January 3, 2012 (dollars in thousands):

	Current Portion as of December 31,
	2011			2012			2013			2014			2015			Thereafter			Total
Fixed-rate	$	2,037		$	2,278		$	2,497		$	2,657		$	627,815		$	33,871		$	671,155
Weighted-average interest rate	4.38		%	4.35		%	4.33		%	4.34		%	3.65		%	3.79		%
Variable-rate	$	14,343		$	14,549		$	14,305		$	14,305		$	1,760,973		$	—		$	1,818,475
Weighted-average interest rate	4.33		%	4.37		%	4.32		%	4.32		%	4.35		%	—		%

We are also exposed to interest rate risk related to our interest rate swap agreements which we use to hedge a portion of our variable-rate debt. As of December 31, 2011, we have three variable-to-fixed interest rate swaps which effectively hedge a portion of the interest rate risk on borrowings under our Credit Agreements. Our interest rate swaps are matched with specific debt obligations, are designated as cash flow hedges, and qualify for hedge accounting. We do not use derivative financial instruments for trading or speculative purposes. Interest differentials resulting from interest rate swap agreements are recorded on an accrual basis as an adjustment to interest expense. Interest rate movements also affect the fair value of these interest rate swaps, which is reflected in other long-term liabilities in our consolidated balance sheet. Fair value is estimated based upon current, and predictions of future interest rate levels along a yield curve, the remaining duration of the instruments, and other market conditions, therefore fair value is subject to significant estimation and a high degree of variability between periods. However, to the extent that the interest rate swaps are effective in hedging the designated risk, the changes in the fair value of these interest rate swaps are deferred in other comprehensive income on our consolidated balance sheet. Certain future events, including prepayment, refinancing or acceleration of the hedged debt, could cause all or a portion of these hedges to become ineffective, in which case the changes in the fair value of the ineffective portion of the interest rate swaps would be recognized in the statement of operations in the period of change. In addition, we are exposed to credit risk should our counterparties fail to perform under the terms of the interest rate swap agreements, however, we seek to minimize our exposure to this risk by entering into interest rate swap agreements with highly rated counterparties, and we do not believe we are exposed to significant credit risk as of December 31, 2011.

The following table provides information about our interest rate swaps at December 31, 2011 (amounts in thousands):

	Contractual Maturity Date Years Ending December 31,
	2012			2013			2014			2015			2016		Thereafter	Total
Notional amount	$	39,412		$	48,858		$	55,070		$	1,170,697		$	—	—	$	1,314,037
Weighted-average interest rate payable (a)	1.43		%	1.42		%	1.42		%	1.42		%
Weighted-average variable interest rate receivable (b)	0.48		%	0.48		%	0.47		%	0.47		%

(a)Based on actual fixed rates payable.

(b)Based on actual variable rates receivable at December 31, 2011.

Additional information about our Credit Agreements, interest rate swap agreements and the Senior Note exchange that occurred on January 3, 2012 is included in “Description of Certain Indebtedness and Capital Stock”.

54

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	56
Consolidated Balance Sheets as of December 31, 2011 (Successor) and 2010 (Predecessors)	57
Consolidated Statements of Operations — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)	59
Consolidated Statements of Members’ / Stockholders’ Equity (Deficit) — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)	61
Consolidated Statements of Cash Flows — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)	63
Notes to Consolidated Financial Statements	66

55

Report of Independent Registered Public Accounting Firm

To the Board of Managers and Members of Station Casinos LLC:

We have audited the accompanying consolidated balance sheets of Station Casinos LLC and subsidiaries (the “Company”) as of December 31, 2011 (Successor) and 2010 (Predecessor), and the related consolidated statements of operations, members’ equity/stockholders’ deficit/members’ deficit, and cash flows for the period from June 17, 2011 to December 31, 2011 (Successor) and the period from January 1, 2011 to June 16, 2011 (Predecessor) and the years ended December 31, 2010 and 2009 (Predecessor).  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures  that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2011 (Successor) and 2010 (Predecessor), and the consolidated results of its operations and its cash flows for the period from June 17, 2011 to December 31, 2011 (Successor) and the period from January 1, 2011 to June 16, 2011 (Predecessor) and the years ended December 31, 2010 and 2009 (Predecessor), in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, on May 20, 2011, the United States Bankruptcy Court for the District of Nevada entered an order confirming the plan of reorganization, which became effective on June 17, 2011. Accordingly, the accompanying consolidated financial statements have been prepared in conformity with Accounting Standards Codification 852-10, Reorganizations, for the Successor Company as a new entity with assets, liabilities and a capital structure having carrying amounts not comparable with prior periods as described in Note 3.

/s/ Ernst & Young, LLP

Las Vegas, Nevada

March 30, 2012

56

STATION CASINOS LLC

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except per share data)

	Successor		Predecessors
	Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
	December 31, 2011		December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents (includes Cash and cash equivalents of consolidated variable interest entity of $12, $0, and $0, respectively)	$	95,821	$	165,357	$	40,603
Restricted cash	2,005		278,329		1,600
Receivables, net (includes Receivables, net of consolidated variable interest entity of $2,863, $0, and $0, respectively)	27,446		24,104		3,308
Due from affiliates	—		—		19
Inventories	9,144		7,093		1,252
Prepaid gaming tax	18,180		15,901		2,543
Prepaid expenses and other current assets	11,701		18,783		5,333
Total current assets	164,297		509,567		54,658
Property and equipment, net	2,246,065		2,505,763		426,798
Restricted cash, noncurrent	—		15,006		—
Goodwill	195,132		124,313		—
Intangible assets, net (includes Intangible assets of consolidated variable interest entity of $62,503, $24,000, and $0, respectively)	214,092		272,524		—
Land held for development	227,857		240,836		—
Investments in joint ventures	10,157		5,516		—
Native American development costs (includes Native American development costs of consolidated variable interest entity of $0, $22,978 and $0, respectively)	70,516		184,975		—
Other assets, net (includes Other assets, net of consolidated variable interest entity of $282, $2,074, and $0, respectively)	50,233		95,643		4,164
Total assets	$	3,178,349	$	3,954,143	$	485,620
LIABILITIES AND MEMBERS’ EQUITY (STOCKHOLDERS’/MEMBERS’ DEFICIT)
Current liabilities:
Current portion of long-term debt (includes Current portion of long-term debt of consolidated variable interest entity of $38, $35, and $0, respectively)	$	16,380	$	242,366	$	765,047
Accounts payable	17,240		10,782		3,759
Accrued interest payable (includes Accrued interest payable of consolidated variable interest entity of $0, $120, and $0, respectively)	2,858		22,399		49,502
Accrued expenses and other current liabilities (includes Accrued expenses and other current liabilities of consolidated variable interest entity of $402, $0, and $0, respectively)	92,162		92,268		15,518
Notes payable to members	—		—		10,000
Due to Station Casinos, Inc., net	—		—		7,713
Interest rate swap termination liability	—		—		51,686
Total current liabilities	128,640		367,815		903,225
Long-term debt, less current portion (includes Long-term debt, less current portion, of consolidated variable interest entity of $244, $5,343 and $0)	2,178,847		8,659		1,695
Deferred income taxes, net	—		108,551		—
Deficit investments in joint ventures	2,318		344,767		—
Other long-term liabilities, net	26,068		12,778		—
Total liabilities not subject to compromise	2,335,873		842,570		904,920
Liabilities subject to compromise	—		5,997,821		—

57

STATION CASINOS LLC

CONSOLIDATED BALANCE SHEETS (Continued)

(amounts in thousands, except per share data)

Total liabilities	2,335,873			6,840,391			904,920
Commitments and contingencies
Members’ equity (stockholders’ deficit / members’ deficit):
Voting units; 100 units authorized, issued and outstanding	—			—			—
Non-voting units; 100 units authorized, issued and outstanding	—			—			—
Common stock, par value $0.01; authorized 10,000 shares; 41.7 shares issued (STN Predecessor)	—			—			—
Non-voting common stock, par value $0.01; authorized 100,000,000 shares; 41,674,838 shares issued (STN Predecessor)	—			417			—
Additional paid-in capital	844,924			2,964,648			—
Accumulated other comprehensive (loss) income	(20,154		)	43			—
Accumulated deficit	(25,093		)	(5,849,683		)	(419,300		)
Total Station Casinos LLC members’ equity (Station Casinos, Inc. stockholders’/Green Valley Ranch Gaming LLC members’ deficit)	799,677			(2,884,575		)	(419,300		)
Noncontrolling interest	42,799			(1,673		)	—
Total members’ equity (stockholders’/members’ deficit)	842,476			(2,886,248		)	(419,300		)
Total liabilities and members’ equity (stockholders’/members’ deficit)	$	3,178,349		$	3,954,143		$	485,620

The accompanying notes are an integral part of these consolidated financial statements.

58

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010						Year Ended December 31, 2009
Operating revenues:
Casino	$	452,951		$	339,703		$	59,100		$	699,401		$	120,580		$	764,639		$	129,790
Food and beverage	119,735			85,436			19,484			163,215			39,517			189,917			44,669
Room	54,924			36,326			9,753			73,454			19,492			82,282			22,342
Other	39,658			28,072			4,205			59,086			8,006			64,732			8,511
Management fees	13,482			10,765			—			22,394			—			52,447			—
Gross revenues	680,750			500,302			92,542			1,017,550			187,595			1,154,017			205,312
Promotional allowances	(51,351		)	(35,605		)	(8,490		)	(72,595		)	(17,823		)	(91,868		)	(22,561		)
Net revenues	629,399			464,697			84,052			944,955			169,772			1,062,149			182,751
Operating costs and expenses:
Casino	178,266			136,037			23,574			289,168			52,410			324,373			58,712
Food and beverage	88,979			60,717			12,407			107,311			23,903			116,932			23,738
Room	22,403			15,537			3,064			32,321			6,686			34,182			6,893
Other	16,896			10,822			2,125			19,979			3,649			20,121			3,897
Selling, general and administrative	154,643			110,300			18,207			219,479			38,734			229,200			40,002
Corporate	—			15,818			—			34,899			—			33,018			—
Development and preopening	718			1,752			—			16,272			—			12,014			—
Depreciation and amortization	67,023			61,162			9,512			153,316			21,613			207,180			23,077
Management fees	21,819			—			3,112			—			6,014			—			6,653
Impairment of goodwill	—			—			—			60,386			—			181,785			—
Impairment of other intangible assets	—			—			—			4,704			—			255,263			—
Impairment of other assets	2,100			—			—			196,930			—			839,813			—
Write-downs and other charges, net	4,041			3,953			104			19,245			9,209			20,807			293
	556,888			416,098			72,105			1,154,010			162,218			2,274,688			163,265

59

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (Continued)

(amounts in thousands)

Operating income (loss)	72,511			48,599			11,947			(209,055		)	7,554			(1,212,539		)	19,486
Losses from joint ventures	(1,533		)	(945		)	—			(248,495		)	—			(127,643		)	—
Gain on dissolution of joint ventures	—			250			—			124,193			—			—			—
Operating income (loss) and losses and gains from joint ventures	70,978			47,904			11,947			(333,357		)	7,554			(1,340,182		)	19,486
Other (expense) income:
Interest expense, net	(92,299		)	(43,294		)	(20,582		)	(104,582		)	(48,644		)	(276,591		)	(51,916		)
Interest and other expense from joint ventures	—			(15,452		)	—			(66,709		)	—			(40,802		)	—
Change in fair value of derivative instruments	—			397			—			(42		)	(50,550		)	23,729			14,888
Gain on early retirement of debt	1,183			—			—			—			—			40,348			—
	(91,116		)	(58,349		)	(20,582		)	(171,333		)	(99,194		)	(253,316		)	(37,028		)
Loss before income taxes and reorganization items	(20,138		)	(10,445		)	(8,635		)	(504,690		)	(91,640		)	(1,593,498		)	(17,542		)
Reorganization items	—			3,259,995			634,999			(82,748		)	—			(375,888		)	—
(Loss) income before income taxes	(20,138		)	3,249,550			626,364			(587,438		)	(91,640		)	(1,969,386		)	(17,542		)
Income tax benefit	—			107,924			—			21,996			—			289,872			—
Net (loss) income	(20,138		)	3,357,474			626,364			(565,442		)	(91,640		)	(1,679,514		)	(17,542		)
Less: net income (loss) applicable to noncontrolling interest	4,955			24,321			—			(1,673		)	—			—			—
Net (loss) income applicable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Gaming LLC members	$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(91,640	)	$	(1,679,514	)	$	(17,542	)

The accompanying notes are an integral part of these consolidated financial statements.

60

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY/STOCKHOLDERS’ DEFICIT/MEMBERS’ DEFICIT

(amounts in thousands)

	Successor																Predecessors
	Station Casinos LLC																Station Casinos, Inc.									Green Valley Ranch Gaming, LLC
	Voting units		Non-voting units		Additionalpaid-incapital		Accumulatedothercomprehensiveloss		Accumulateddeficit		Total Station Casinos LLC stockholders’ equity (deficit)		Noncontrollinginterest		Total stockholders’equity (deficit)		Total stockholders’ (deficit) equity			Noncontrollinginterest			Total Station Casinos Inc. stockholder’s (deficit) equity			Members’(deficit) equity
Balances, December 31, 2008 (Predecessors)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	(677,324	)	$	—		$	(677,324	)	$	(336,848	)
Share-based compensation expense	—		—		—		—		—		—		—		—		14,082			—			14,082			—
Change in fair value of interest rate swaps, net of tax	—		—		—		—		—		—		—		—		6,429			—			6,429			6,522
Unrealized gain on available-for-sale securities, net of tax	—		—		—		—		—		—		—		—		123			—			123			—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax	—		—		—		—		—		—		—		—		816			—			816			—
Contributions from members	—		—		—		—		—		—		—		—		—			—			—			14,100
Net loss	—		—		—		—		—		—		—		—		(1,679,514		)	—			(1,679,514		)	(17,542		)
Balances, December 31, 2009 (Predecessors)	—		—		—		—		—		—		—		—		(2,335,388		)	—			(2,335,388		)	(333,768		)
Share-based compensation expense	—		—		—		—		—		—		—		—		13,617			—			13,617			—
Change in fair value of interest rate swaps, net of tax	—		—		—		—		—		—		—		—		1,985			—			1,985			6,108
Unrealized loss on available-for-sale securities, net of tax	—		—		—		—		—		—		—		—		(80		)	—			(80		)	—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax	—		—		—		—		—		—		—		—		(940		)	—			(940		)	—
Net loss	—		—		—		—		—		—		—		—		(565,442		)	(1,673		)	(563,769		)	(91,640		)
Balances, December 31, 2010 (Predecessors)	—		—		—		—		—		—		—		—		(2,886,248		)	(1,673		)	(2,884,575		)	(419,300		)
Share-based compensation expense	—		—		—		—		—		—		—		—		6,224			—			6,224			—
Unrealized gain on available-for-sale securities, net of tax	—		—		—		—		—		—		—		—		25			—			25			—
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax	—		—		—		—		—		—		—		—		(19		)	—			(19		)	—
Net income	—		—		—		—		—		—		—		—		3,357,474			24,321			3,333,153			626,364
Balances, June 17, 2011 (Predecessors)	—		—		—		—		—		—		—		—		477,456			22,648			454,808			207,064

61

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF MEMBERS’ EQUITY/STOCKHOLDERS’ DEFICIT/MEMBERS’ DEFICIT (Continued)

(amounts in thousands)

	Successor																						Predecessors
	Station Casinos LLC																						Station Casinos, Inc.									Green Valley Ranch Gaming, LLC
	Voting units		Non-voting units		Additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit			Total Station Casinos LLC stockholders’ equity (deficit)			Noncontrolling interest			Total stockholders’ equity (deficit)			Total stockholders’ (deficit) equity			Noncontrolling interest			Total Station Casinos Inc. stockholder’s (deficit) equity			Members’ (deficit) equity
Elimination of Predecessors’ equity	—		—		—			—			—			—			—			—			(477,456		)	(22,648		)	(454,808		)	(207,064		)
Issuance of voting and non-voting units of Station Casinos LLC	—		—		844,980			—			—			844,980			—			844,980			—			—			—			—
Fresh-start reporting adjustment of noncontrolling interest	—		—		—			—			—			—			34,051			34,051			—			—			—			—
Issuance of CV Propco, LLC and NP Tropicana LLC warrants	—		—		—			—			—			—			9,500			9,500			—			—			—			—
Balances, June 17, 2011 (Successor)	—		—		844,980			—			—			844,980			43,551			888,531			—			—			—			—
Change in fair value of interest rate swaps	—		—		—			(20,047		)	—			(20,047		)	—			(20,047		)	—			—			—			—
Unrealized loss on available-for-sale securities			—		—			(107		)	—			(107		)	—			(107		)	—			—			—			—
Distributions	—		—		(56		)	—			—			(56		)	(5,707		)	(5,763		)	—			—			—			—
Net (loss) income	—		—		—			—			(25,093		)	(25,093		)	4,955			(20,138		)	—			—			—			—
Balances, December 31, 2011 (Successor)	$	—	$	—	$	844,924		$	(20,154	)	$	(25,093	)	$	799,677		$	42,799		$	842,476		$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

62

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010						Year Ended December 31, 2009
Cash flows from operating activities:
Net (loss) income	$	(20,138	)	$	3,357,474		$	626,364		$	(565,442	)	$	(91,640	)	$	(1,679,514	)	$	(17,542	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	67,023			61,162			9,512			153,316			21,613			207,180			23,077
Change in fair value of derivative instruments	—			(397		)	—			42			50,550			(23,729		)	(14,888		)
Impairment of goodwill	—			—			—			60,386			—			181,785			—
Impairment of other intangible assets	—			—			—			4,704			—			255,263			—
Impairment of other assets	2,100			—			—			196,930			—			839,813			—
Write-downs and other charges, net	4,041			3,953			104			19,245			120			20,807			293
Share-based compensation	—			6,224			—			13,381			—			14,083			—
Losses from joint ventures	1,533			16,397			—			315,203			—			168,445			—
Gain on dissolution of joint ventures	—			(250		)	—			(124,193		)	—			—			—
Amortization of debt discount and issuance costs	39,345			196			327			1,955			1,207			23,272			1,255
Accrued interest - paid in kind	2,138			—			—			—			—			—			—
Gain on early retirement of debt	(1,183		)	—			—			—			—			(40,348		)	—
Reorganization items and fresh start adjustments	—			(3,259,995		)	(634,999		)	82,748			—			375,888			—
Changes in assets and liabilities:
Restricted cash	34,133			(10,956		)	1,600			(118,974		)	5			(159,400		)	(1,605		)
Receivables, net	(2,921		)	13,904			(64		)	25,774			197			(5,776		)	717
Inventories and prepaid expenses	(6,327		)	13,372			1,118			4,523			(950		)	6,793			2,079
Deferred income taxes	—			(114,978		)	—			(17,262		)	—			(285,376		)	—
Accounts payable	(21,972		)	23,021			1,562			(4,645		)	747			1,395			(2,382		)
Accrued interest payable	2,788			6,469			11,969			21,348			44,311			83,955			701
Accrued expenses and other current liabilities	(35,328		)	18,420			(8,308		)	698			2,398			(31,369		)	(3,260		)
Due to Station Casinos, Inc., net	—			—			3,716			—			2,244			—			3,793
Other, net	(383		)	32,111			133			8,507			(500		)	(20,069		)	(186		)
Total adjustments	84,987			(3,191,347		)	(613,330		)	643,686			121,942			1,612,612			9,594
Net cash provided by (used in) operating activities before reorganization items	64,849			166,127			13,034			78,244			30,302			(66,902		)	(7,948		)
Net cash used for reorganization items	—			(2,571,267		)	(325,539		)	(82,808		)	—			(59,775		)	—
Net cash provided by (used in) operating activities	64,849			(2,405,140		)	(312,505		)	(4,564		)	30,302			(126,677		)	(7,948		)

63

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(amounts in thousands)

	Successor		Predecessors
	Station Casinos LLC		Station Casinos,Inc.		Green Valley Ranch Gaming, LLC		Station Casinos,Inc.		Green Valley Ranch Gaming, LLC		Station Casinos,Inc.		Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
Cash flows from investing activities:
Capital expenditures	(27,338	)	(14,701	)	(1,418	)	(34,530	)	(2,554	)	(64,594	)	(8,767	)
Proceeds from sale of land, property and equipment	245		200		—		871		—		636		32
Investments in joint ventures, net	—		—		—		(3,509	)	—		(24,343	)	—
Distributions in excess of earnings from joint ventures	882		2,042		—		6,112		—		2,118		—
Construction contracts payable	413		(397	)	—		(225	)	—		(8,687	)	(998	)
Native American development costs	(4,873	)	(2,231	)	—		(16,007	)	—		(19,337	)	—
Proceeds from repayment of Native American development costs	32,305		—		—		42,806		—		—		—
Other, net	(2,473	)	(3,554	)	—		(10,487	)	1,281		(16,073	)	—
Net cash used in investing activities	(839	)	(18,641	)	(1,418	)	(14,969	)	(1,273	)	(130,280	)	(9,733	)
Cash flows from financing activities:
Proceeds from issuance of voting and non-voting units	—		279,000		—		—		—		—		—
Borrowings under Propco Term Loan	—		1,575,000		—		—		—		—		—
Borrowings under Propco Revolver	—		85,000		—		—		—		—		—
Borrowings under Opco Term Loan	—		435,704		—		—		—		—		—
Borrowings under GVR Term Loan	—		—		305,000		—		—		—		—
Borrowings under GVR Revolver	—		—		5,000		—		—		—		—
Borrowings under Successor credit agreements with original maturities of three months or less, net	16,200		—		—		—		—		—		—
Payments under Successor credit agreements with original maturities greater than three months	(85,849	)	—		—		—		—		—		—
Borrowings under STN Term Loan with maturity dates greater than three months	—		—		—		2,870		—		—		(5,500	)
Payments on STN land loan	—		—		—		—		—		(7,968	)	—
Payments under STN Term Loan with maturity dates greater than three months	—		(625	)	—		(2,500	)	—		(2,500	)	—
Redemption of senior subordinated notes	—		—		—		—		—		(1,460	)	—
Contributions from members	—		—		—		—		—		—		14,100
Distributions to Members	(5,763	)	—		—		—		—		—		—
Debt issuance costs	(467	)	(1,619	)	(19,070	)	—		—		(460	)	(595	)
Other, net	(5,460	)	(886	)	—		(673	)	(156	)	(3,526	)	(143	)
Net cash (used in) provided by financing activities	(81,339	)	2,371,574		290,930		(303	)	(156	)	(15,914	)	7,862

64

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(amounts in thousands)

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010					Year Ended December 31, 2009
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents	(17,329		)	(52,207		)	(22,993		)	(19,836		)	28,873		(272,871		)	(9,819		)
Balance, beginning of period	113,150			165,357			40,603			185,193			11,730		458,064			21,549
Balance, end of period	$	95,821		$	113,150		$	17,610		$	165,357		$	40,603	$	185,193		$	11,730
Supplemental cash flow disclosures:
Cash paid for interest, net of $2,155, $2,939, $0, $10,078, $0, $15,989 and $0 capitalized, respectively	$	51,847		$	35,595		$	8,286		$	77,016		$	3,125	$	166,211		$	49,964
Supplemental disclosure of non-cash items:
Debt settlement in land sale	$	—		$	—		$	—		$	—		$	—	$	4,000		$	—

The accompanying notes are an integral part of these consolidated financial statements.

65

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Organization and Background

Organization

Station Casinos LLC, (the “Company,” “Station,” “we,” “our,” “us,” or “Successor”), a Nevada limited liability company, is a gaming and entertainment company that owns and operates nine major hotel/casino properties and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. The Company also manages a casino for a Native American tribe. Station was formed on August 9, 2010 to acquire substantially all of the assets of:

·Station Casinos, Inc. (“STN”) and its subsidiaries (collectively with STN, the “STN Predecessor”) pursuant to (a) the “First Amended Joint Plan of Reorganization for Station Casinos, Inc. and its Affiliated Debtors (Dated July 28, 2010),” as amended (the “SCI Plan”), which was confirmed by order of the U.S. Bankruptcy Court for the District of Nevada, located in Reno, Nevada (the “Bankruptcy Court”) entered on August 27, 2010, and (b) the “First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 20, 2011)” (the “Subsidiaries Plan”), which was confirmed with respect to the Subsidiary Debtors and Aliante Debtors by order of the Bankruptcy Court entered on May 25, 2011; and

·Green Valley Ranch Gaming, LLC (the “GVR Predecessor,” and collectively with STN Predecessor, the “Predecessors”) pursuant to the “First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 24, 2011)” (the “GVR Plan”), which was confirmed with respect to Green Valley Ranch Gaming, LLC by order of the Bankruptcy Court entered on June 8, 2011.

The SCI Plan, the Subsidiaries Plan and the GVR Plan are collectively referred to herein as the “Plans.” The Plans became effective on June 17, 2011 (the “Effective Date”). Prior to June 17, 2011, the Company conducted no business, other than in connection with the reorganization of the Predecessors, and had no material assets or liabilities. The STN Chapter 11 bankruptcy case is referred to herein as the “Chapter 11 Case” and the Chapter 11 bankruptcy cases of STN Predecessor, the subsidiary debtors and GVR Predecessor are collectively referred to herein as the “Chapter 11 Cases”.

Background

On the Effective Date, the Company and its subsidiaries acquired substantially all of the assets of STN and certain of STN’s subsidiaries and affiliates, including (i) Palace Station, Boulder Station, Sunset Station and Red Rock (the “Propco Assets”), (ii) Santa Fe Station Hotel & Casino (“Santa Fe Station”), Texas Station Gambling Hall & Hotel (“Texas Station”), Fiesta Henderson Casino Hotel (“Fiesta Henderson”), Fiesta Rancho Casino Hotel (“Fiesta Rancho”) and interests in certain Native American gaming projects (collectively, the “Opco Assets”), pursuant to the SCI Plan and the Asset Purchase Agreement dated as of June 7, 2010 (as amended, the “Opco Asset Purchase Agreement”) and (iii) Green Valley Ranch Gaming, pursuant to that certain Asset Purchase Agreement, dated as of March 9, 2011 (the “GVR Asset Purchase Agreement”).

In conjunction with these acquisitions: (i) Station’s voting equity interests (the “Voting Units”) were issued to Station Voteco LLC, a Delaware limited liability company formed to hold the Voting Units of the Company (“Station Voteco”), which is owned by Robert A. Cashell Jr., Stephen J. Greathouse and an entity owned by Frank J. Fertitta III, Station’s Chief Executive Officer, President and a member of its Board of Managers, and Lorenzo J. Fertitta, a member of Station’s Board of Managers and (ii) Station’s non-voting equity interests (the “Non-Voting Units” and together with its Voting Units, the “Units”) were issued to Station Holdco LLC, a Delaware limited liability company formed to hold the Non-Voting Units of the Company (“Station Holdco”), which is owned by German American Capital Corporation, JPMorgan Chase Bank, N.A., FI Station Investor LLC, a newly formed limited liability company owned by affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta (“FI Station Investor”), and certain former holders of STN’s senior and senior subordinated notes.

On the Effective Date, Station and its subsidiaries entered into various new or amended credit agreements (the “Credit Agreements”) as further described in Note 15.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of the Effective Date, the Company and certain of its subsidiaries entered into management agreements with subsidiaries of Fertitta Entertainment LLC (“Fertitta Entertainment”) relating to the management of the Propco Assets, the Opco Assets, Green Valley Ranch and Wild Wild West (the “Management Agreements”).

The transactions that occurred on the Effective Date are collectively referred to herein as the “Restructuring Transactions.”

2.         Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

On the Effective Date, the Company adopted fresh-start reporting in accordance with Accounting Standards Codification (“ASC”) Topic 852 Reorganizations (“ASC Topic 852”), which resulted in a new reporting entity for accounting purposes. Fresh-start reporting generally requires resetting the historical net book value of assets and liabilities to their estimated fair values by allocating the entity’s enterprise value to its asset and liabilities as of the Effective Date. Certain fair values differed materially from the historical carrying values recorded on the Predecessors’ balance sheets. As a result of the adoption of fresh-start reporting, the Company’s consolidated financial statements after its emergence from bankruptcy are prepared on a different basis of accounting than the consolidated financial statements of Predecessors prior to emergence from bankruptcy, including the historical financial statements included in this report, and therefore are not comparable in many respects with the Predecessors’ historical financial statements. See Note 3 for additional information about the adoption of fresh-start reporting at June 17, 2011.

Periods before the Effective Date are referred to in this Annual Report on Form 10-K as “Predecessor Periods,” while periods beginning June 17, 2011 or thereafter are referred to herein as “Successor Periods.”

For the Predecessor Periods, the accompanying consolidated financial statements for the Predecessors were prepared in accordance with ASC Topic 852 which provides accounting guidance for financial reporting by entities in reorganization under the Bankruptcy Code. ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Case distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. As a result, revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business, including fresh-start adjustments, debt discharge and other effects of the Plans, were reported separately as reorganization items in the consolidated statements of operations of the Predecessors. See Note 3 for additional information about reorganization items. ASC Topic 852 also requires that the balance sheet distinguish pre-petition liabilities subject to compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities, and requires that cash used for reorganization items be disclosed separately in the statement of cash flows. Accordingly, STN and GVR Predecessor adopted ASC Topic 852 on July 28, 2009 and April 12, 2011, respectively, and segregated those items as outlined above for all Predecessor reporting periods subsequent to the respective petition dates.

Principles of Consolidation

The amounts shown in the accompanying consolidated financial statements of the Company include the accounts of the Company, its wholly owned subsidiaries and MPM Enterprises, LLC (“MPM”), which is 50% owned and controlled by the Company and required to be consolidated. Investments in all other 50% or less owned affiliated companies are accounted for under the equity method.

The amounts shown in the accompanying consolidated financial statements for STN Predecessor for the periods prior to the Effective Date include the accounts of STN, its wholly owned subsidiaries and MPM, which was 50% owned by STN and required to be consolidated. STN’s investments in all other 50% or less owned affiliated companies were accounted for under the equity method.

For the Company and STN Predecessor, the third party holdings of equity interests are referred to as noncontrolling interests. The portion of net income (loss) attributable to noncontrolling interests is presented separately on the consolidated statements of operations, and the portion of stockholders’ deficit or members’ equity attributable to noncontrolling interests is presented separately on the consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Significant estimates incorporated into the Company’s consolidated financial statements include the fair value determination of assets and liabilities in conjunction with fresh-start reporting, the reorganization valuation, the estimated useful lives for depreciable and amortizable assets, the estimated allowance for doubtful accounts receivable, the estimated cash flows used in assessing the recoverability of long-lived assets, the estimated fair values of certain assets related to write-downs and impairments, contingencies, litigation, and claims and assessments. Actual results could differ from those estimates.

Fresh-Start Reporting

The adoption of fresh-start reporting on the Effective Date resulted in a new reporting entity. Under fresh-start reporting, all assets and liabilities are recorded at their estimated fair values and the Predecessors’ accumulated deficit balances are eliminated. In adopting fresh-start reporting, the Company was required to determine its reorganization value, which represents the fair value of the entity before considering its interest-bearing debt.

Fair Value Measurements

The Company has adopted the accounting guidance in ASC Topic 820, Fair Value Measurements and Disclosures, (“ASC Topic 820”) which utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels. The three levels of inputs established by ASC Topic 820 are as follows:

·Level 1: Quoted market prices in active markets for identical assets or liabilities.

·Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

·Level 3: Unobservable inputs that are not corroborated by market data.

ASC Topic 820 also provides companies the option to measure certain financial assets and liabilities at fair value with changes in fair value recognized in earnings each period. The Company has not elected to measure any financial assets and liabilities at fair value that are not required to be measured at fair value.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments purchased with an original maturity of 90 days or less.

Restricted Cash

Restricted cash as of December 31, 2011 primarily represents escrow account balances to be used for the payment of restructuring liabilities. Restricted cash as of December 31, 2010 includes cash reserves required in connection with the Predecessors’ financing transactions, treasury management activities, the CMBS Loans, letter of credit collateralization and regulatory reserves for race and sports book operations, and restrictions placed on the Predecessors cash by the Bankruptcy Court.

Receivables, Net and Credit Risk

Receivables, net consist primarily of casino, hotel and other receivables, which are typically non-interest bearing. Receivables are initially recorded at cost, and an allowance for doubtful accounts is maintained to reduce receivables to their carrying amount, which approximates fair value. The allowance is estimated based on a specific review of customer accounts, historical collection experience, the age of the receivable and other relevant factors. Accounts are written off when management deems the account to be uncollectible, and recoveries of accounts previously written off are recorded when received. Management does not believe that any significant concentrations of credit risk existed as of December 31, 2011 and December 31, 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Inventories

Inventories are stated at the lower of cost or market. Cost is determined on a weighted-average basis.

Fair Value of Financial Instruments

The carrying value of our cash and cash equivalents, restricted cash, receivables and accounts payable approximates fair value primarily because of the short maturities of these instruments. See Note 15 for information about the fair value of the Company’s long-term debt.

Property and Equipment

Property and equipment is initially recorded at cost, other than fresh-start adjustments that are recorded at fair value. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets or the lease term, whichever is less. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Construction in progress is related to the construction or development of property and equipment not yet been placed in service for its intended use. Depreciation and amortization for property and equipment commences when the asset is placed in service. When assets are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the accounts and the gain or loss on disposition is recognized in operating income (expense).

The Company must make estimates and assumptions when accounting for capital expenditures. Whether an expenditure is considered a maintenance expense or a capital asset is a matter of judgment. The Company classifies items as maintenance capital to differentiate replacement type capital expenditures such as a new slot machine from investment type capital expenditures to drive future growth such as an expansion of an existing property. In contrast to normal repair and maintenance costs that are expensed when incurred, items classified by the Company as maintenance capital are expenditures necessary to keep its existing properties at their current levels and are typically replacement items due to the normal wear and tear as a result of use and age. The Company’s depreciation expense is highly dependent on the assumptions it makes about its assets’ estimated useful lives. Useful lives are estimated by the Company based on its experience with similar assets, engineering studies and estimates of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, the Company accounts for the change prospectively.

Native American Development Costs

The Company incurs certain costs associated with development and management agreements entered into with Native American Tribes (the “Tribes”). In accordance with the accounting guidance in ASC Topic 970, Real Estate—General, costs for the acquisition and related development of the land and the casino facilities are capitalized as long-term assets until such time as the assets are transferred to the Tribe, at which time a long term receivable is recognized.

In accordance with the accounting guidance for capitalization of interest costs, the Company capitalizes interest on Native American development projects once a “Notice of Intent” (or the equivalent) to transfer the land into trust has been issued by the United States Department of the Interior (“DOI”), signifying that activities are in progress to prepare the asset for its intended use.

The Company earns a return on the costs incurred for the acquisition and development of the projects. Due to the uncertainty surrounding the estimated cost to complete and the collectability of the stated return, it accounts for the return earned on Native American development costs using the cost recovery method described in ASC Topic 360-20, Real Estate Sales. Under the cost recovery method, recognition of the return is deferred until the gaming facility is complete and transferred to the Tribe and the resulting receivable has been repaid. Repayment of the advances and the return typically is funded from a refinancing by the Tribe, from the cash flows of the gaming facility, or both.

The Company evaluates its Native American development costs for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360-10. A project is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the project might not be recoverable, taking into consideration all available information. Among other things, the Company considers the status of the project, any contingencies, the achievement of milestones, any existing or potential litigation, and regulatory matters when evaluating our Native American projects for impairment. If an indicator of impairment exists, the Company compares the estimated future cash flows of the asset, on an undiscounted basis, to the carrying value of the asset. If the undiscounted

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STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

expected future cash flows do not exceed the carrying value, then the asset is written down to its estimated fair value, with fair value typically estimated based on a discounted future cash flow model or market comparables, when available. The Company estimates the undiscounted future cash flows of each of its Native American development projects based on a consideration of all positive and negative evidence about the future cash flow potential of the project including, but not limited to, the likelihood that the project will be successfully completed, the status of required approvals, and the status and timing of the construction of the project, as well as current and projected economic, political, regulatory and competitive conditions that may adversely impact the project’s operating results.

Capitalization of Interest

The Company capitalizes interest costs associated with debt incurred in connection with major construction projects. Interest capitalization ceases once the project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with such construction projects, the Company capitalizes interest on amounts expended on the project at its weighted average cost of borrowings. Interest capitalized was as follows (amounts in thousands):

Successor		Predecessors
Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
$	2,155	$	2,939	$	—	$	10,078	$	—	$	15,989	$	—

Goodwill

The Company accounts for goodwill and other intangible assets in accordance with ASC Topic 350, Intangibles-Goodwill and Other (“ASC Topic 350”). The Company tests its goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances make it more likely than not that impairment may have occurred. Impairment testing for goodwill is performed at the reporting unit level, and each of Station’s 100% owned casino properties is considered to be a reporting unit. The Company’s annual goodwill impairment testing utilizes a two-step process. In the first step, the estimated fair value of each reporting unit is compared with its carrying amount, including goodwill. If the carrying value of the reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit is considered to be impaired, and impairment is measured in the second step of the process. In the second step, the Company estimates the implied fair value of the reporting unit’s goodwill by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to that excess.

See Note  7 for a discussion of impairment charges recognized by STN Predecessor for the years ended December 31, 2010 and 2009 related to its goodwill and intangible assets.

Indefinite-Lived Intangible Assets

The Company’s indefinite-lived intangible assets include brands and certain license rights. The fair value of brands is estimated using a derivation of the income approach to valuation, based on estimated royalties saved through ownership of the assets, utilizing market indications of fair value. The Company tests its indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances make it more likely than not that an impairment may have occurred. Indefinite-lived intangible assets are not amortized unless it is determined that their useful life is no longer indefinite. The Company periodically reviews its indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite-lived intangible asset no longer has an indefinite life, then the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset. During the Successor and Predecessor Periods, no indefinite-lived intangible assets were deemed to have a finite useful life.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets include assets related to its customer relationships and management contracts, which are amortized over their estimated useful lives using the straight-line method. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

The customer relationship intangible asset represents the value associated with Station’s rated casino guests. The initial fair value of the customer relationship intangible asset was estimated based on the projected net cash flows associated with these casino guests. The recoverability of the Company’s customer relationship intangible asset could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of visitations which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests. Should events or changes in circumstances cause the carrying value of the customer relationship intangible asset to exceed its estimated fair value, an impairment charge in the amount of the excess would be recognized.

Management contract intangible assets refer to the value associated with management agreements under which Station provides management services to various casino properties, including the casinos operated by joint ventures in which it holds a 50% equity interest and certain Native American casinos which it has developed or is currently developing. The fair values of management contract intangible assets are estimated using discounted cash flow techniques based on future cash flows expected to be received in exchange for providing management services. The Company amortizes its management contract intangible assets over their expected useful lives using the straight-line method, beginning when the property commences operations and management fees are being earned.

Impairment of Long-Lived Assets

The Company reviews the carrying values of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment in accordance with the accounting guidance in the Impairment or Disposal of Long-Lived Assets Subsections of ASC Topic 360-10 Property, Plant and Equipment. Assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is evaluated by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying value. If the undiscounted estimated future cash flows exceed the carrying value, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying value, impairment is measured based on the difference between the asset’s estimated fair value and its carrying value. To estimate fair values, the Company typically uses market comparables, when available, or a discounted cash flow model. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs of disposal. Fair value of assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. The Company’s long-lived asset impairment tests are performed at the reporting unit level, and each of its operating properties is considered a separate reporting unit.

The estimation of fair values involves significant judgment by management. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from such estimates. Estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and budgets. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, or other events affecting various forms of travel and access to the Company’s properties. If the Company’s estimates of future cash flows are not met, it may have to record impairment charges in future accounting periods. As of December 31, 2011 and 2010, the consolidated financial statements reflect all adjustments required under the guidance for accounting for the impairment or disposal of long-lived assets. See Notes  6, 8, 9 and 19 for information about impairment charges related to property and equipment and other long-lived assets recognized by STN Predecessor during the years ended December 31, 2010 and 2009.

Debt Issuance Costs

Costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the effective interest method over the expected terms of the related debt agreements. Debt issuance costs are included in other assets, net on the Company’s consolidated balance sheets.

Advertising

The Company expenses advertising costs the first time the advertising takes place. Advertising expense is included in selling, general and administrative expenses on the consolidated statements of operations.

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Advertising expense was as follows (amounts in thousands):

Successor		Predecessors
Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
$	12,210	$	8,784	$	1,325	$	13,732	$	2,140	$	13,706	$	3,239

Preopening

Preopening expenses represent costs incurred prior to the opening of a project under development and are expensed as incurred. The construction phase of a major project typically covers a period of 12 to 24 months. The majority of preopening costs are incurred in the three months prior to opening. The Company incurred preopening expenses as follows (in thousands):

Successor		Predecessors
Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
$	639	$	1,212	$	—	$	3,630	$	—	$	5,753	$	—

Derivative Instruments

ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), provides accounting and disclosure requirements for derivatives and hedging activities. As required by ASC Topic 815, the Company records all derivatives on the balance sheet at fair value. The accounting for changes in fair value (i.e. gains or losses) of derivative instruments depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to qualify for hedge accounting. All derivative instruments held by the Company qualify for and are designated as cash flow hedging relationships, which are intended to hedge the Company’s exposure to variability in expected future cash flows related to interest payments. See Note 16 for further information about the Company’s derivative and hedging activities and the related accounting.

Revenues and Promotional Allowances

The Company recognizes the net win from gaming activities as casino revenues, which is the difference between gaming wins and losses. All other revenues are recognized as the service is provided. Station’s Boarding Pass player rewards program (the “Program”) allows customers to redeem points earned from their gaming activity at all of the Company’s Las Vegas area properties for cash and complimentary slot play, food, beverage, rooms, entertainment and merchandise.

The Company records a liability for the estimated cost of the outstanding points under the Program that management believes will ultimately be redeemed. At December 31, 2011 (Successor ) and 2010 (STN Predecessor and GVR Predecessor ), $9.0 million , $8.4 million , and $1.7 million respectively, were accrued for the cost of anticipated Program redemptions. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned but not yet achieving necessary redemption levels, converted to a redemption value times the average cost. The redemption value is estimated based on the average number of points needed to redeem for rewards. The average cost is the incremental direct departmental cost for which the points are anticipated to be redeemed. When calculating the average cost the Company uses historical point redemption patterns to determine the redemption distribution between gaming, food, beverage, rooms, entertainment, merchandise and cash.

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At the time points are redeemed for complimentaries under the Program, the retail value is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The estimated departmental costs of providing such promotional allowances are included in casino costs and expenses and consist of the following (amounts in thousands):

	Successor		Predecessors
	Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
Food and beverage	$	40,492	$	32,368	$	6,250	$	62,764	$	13,070	$	77,194	$	15,521
Room	5,099		2,976		988		6,735		2,172		8,142		2,440
Other	1,853		800		355		1,957		673		2,873		1,084
Total	$	47,444	$	36,144	$	7,593	$	71,456	$	15,915	$	88,209	$	19,045

Management fee revenues earned under the Company’s management agreements are recognized when the services have been performed, the amount of the fee is determinable, and collectability is reasonably assured.

Related Party Transactions

On the Effective Date, the Company entered into the Propco Credit Agreement, the Opco Credit Agreement and the Restructured Land Loan (as defined in Note 15—Long-term Debt and Liabilities Subject to Compromise) with certain lenders including Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. Affiliates of Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A., own approximately 40% of the units of Station Holdco, the owner of all of the Company’s Non-Voting Units, and have the right to designate members that hold 50.1% of the units of Station Voteco, the owner of all of the Company’s Voting Units, as well as the right to designate up to three individuals to serve on the Company’s Board of Managers.

In addition, on the Effective Date, the Company and certain of its affiliates entered into management agreements for substantially all of the Company’s operations with subsidiaries of Fertitta Entertainment, which is controlled by affiliates of Frank J. Fertitta III, the Company’s Chief Executive Officer, President and a member of its Board of Managers, and Lorenzo J. Fertitta, a member of its Board of Managers. Affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta also own 45% of the units of Station Holdco and 49.9% of the units of Station Voteco. The management agreements have a term of 25 years and provide that subsidiaries of Fertitta Entertainment will receive an annual base management fee equal to 1% of gross revenues attributable to the managed properties and an annual incentive management fee equal to 5% of positive earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the managed properties. In connection with the Company’s agreement to provide certain management and transition services to Aliante Gaming, Fertitta Entertainment has agreed to provide such management and transition services on behalf of the Company and the Company has agreed to pay any and all management fees received by the Company from Aliante Gaming to Fertitta Entertainment. During the Successor Period, the Company recognized management fee expense totaling $21.8 million pursuant to these agreements, of which $18.2 million was paid and the remaining $3.6 million is reflected in accrued expenses and other current liabilities on the Company’s consolidated balance sheet at December 31, 2011. In addition, the Company allocates the costs of certain shared services to Fertitta Entertainment, primarily costs related to occupancy of a portion of the Company’s corporate office building and services provided by human resources and regulatory personnel. For the Successor Period ended December 31, 2011, costs allocated to Fertitta Entertainment for shared services totaled $0.8 million.

The Company has entered into various other related party transactions, which consist primarily of lease payments related to ground leases at Boulder Station and Texas Station. The Company and STN Predecessor’s lease payments related to these ground leases totaled approximately $3.6 million, $3.1 million , $6.7 million and $6.7 million for the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009, respectively. See Note 17 for additional information about these ground leases.

The Company purchases tickets to events held by Zuffa, LLC (“Zuffa”) which is the parent company of the Ultimate Fighting Championship (“UFC”) and is owned by Frank J. Fertitta III and Lorenzo J. Fertitta. For the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009, the Company and the Predecessors paid Zuffa approximately $0.3 million, $0.3 million, $0.5 million and $0.7 million, respectively, for ticket purchases to, and closed circuit viewing fees of, UFC events. In addition, during the year ended December 31, 2009, Zuffa paid approximately $22,000 to STN Predecessor under a month-to-month

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license agreement for general office and administrative space at Palace Station. There were no payments received from Zuffa under this license agreement during the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011, or the year ended December 31, 2010. In January 2009, STN Predecessor subleased its leased aircraft to Zuffa for a period of six months. Payments received from Zuffa pursuant to this sublease approximated the amount STN Predecessor paid for leasing the aircraft, and totaled approximately $0.8 million.

The Company manages Aliante Station in North Las Vegas, Nevada on behalf of ALST Casino Holdco, LLC (“ALST”), which acquired the property on November 1, 2011 pursuant to the reorganization of Aliante Gaming, LLC (“Aliante Gaming”). Prior to ALST’s acquisition of the property, STN Predecessor owned a 50% interest in Aliante Station. The Company entered into a five-year management agreement with ALST on November 1, 2011, and on November 14, 2011 ALST elected to terminate the agreement. In accordance with the transition services sections of the management agreement, the Company will manage Aliante Station for up to 18 months from the early termination date, subject to termination by ALST at any time upon not less than 30 days notice. The management arrangement provides for a monthly base management fee equal to 1% of Aliante Station’s gross revenues and an annual incentive management fee payable quarterly equal to 7.5% of the property’s EBITDA up to and including $7.5 million and 10% of EBITDA in excess of $7.5 million. Fertitta Entertainment has agreed to provide such management and transition services on behalf of the Company, and the Company has agreed to pay any and all management fees received from Aliante Gaming to Fertitta Entertainment. These management fees totaled $0.9 million for the Successor period June 17, 2011 through December 31, 2011.

Share-Based Compensation

The Company issued no share-based payment awards through December 31, 2011.

STN Predecessor accounted for share-based payment awards in accordance with ASC Topic 718, Compensation-Stock Compensation , which requires that share-based payment expense be measured at the grant date based on the fair value of the award and recognized over the requisite service period. See Note 20 for additional information about share-based compensation.

Operating Segments

The accounting guidance for disclosures about segments of an enterprise and related information requires separate financial information be disclosed for all operating segments of a business. The Company believes it meets the “economic similarity” criteria established by the accounting guidance and as a result, aggregates all of its properties into one operating segment. All of the Company’s properties offer the same products, cater to the same customer base, are located in the greater Las Vegas, Nevada area, have the same regulatory and tax structure, share the same marketing techniques and are all directed by a centralized management structure.

Recently Issued Accounting Standards

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs, which amends existing fair value measurement guidance in order to achieve common requirements for measuring fair value and disclosures in accordance with GAAP and International Financial Reporting Standards. The guidance clarifies how a principal market is determined, addresses the fair value measurement of instruments with offsetting market or counterparty credit risks, addresses the concept of valuation premise and highest and best use, extends the prohibition on blockage factors to all three levels of the fair value hierarchy and requires additional disclosures. The amendments are to be applied prospectively and are effective during interim and annual periods beginning after December 15, 2011. The Company will adopt the guidance as of January 1, 2012, and the adoption is not expected to have a material impact on the consolidated financial statements.

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU 2011-05”). This guidance, as amended by Accounting Standards Update 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”) in December 2011,  requires companies to present the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements of net income and other comprehensive income. ASU 2011-12 deferred the effective date of certain presentation requirements included in ASU 2011-05

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requiring that entities retrospectively present reclassification adjustments by component in both the statement where net income is presented and the statement where other comprehensive income is presented for for both interim and annual financial statements. The guidance in ASU 2011-05, as amended, is effective for interim and annual periods beginning after December 15, 2011. This guidance requires changes in presentation only and will have no impact on the Company’s financial position or results of operations.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles-Goodwill and Other (Topic 350)-Testing Goodwill for Impairment (“ASU 2011-08”). Under the amendments in ASU 2011-08, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. However, if an entity concludes otherwise, then it is required to perform the two-step impairment test. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-08 is not expected to have a material impact on the Company’s financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which amends existing accounting guidance to enhance disclosures about offsetting and related arrangements. The enhanced disclosure requirements are intended to enable users of the financial statements to understand the effect or potential effect of an entity’s netting arrangements on an entity’s financial position, including the effect or potential effect of rights of offset associated with certain financial and derivative instruments. The amendment will be applied retrospectively and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this amendment is not expected to have a material impact on the Company’s disclosures to the consolidated financial statements.

3.         Fresh-Start Reporting

The Company adopted fresh-start reporting on the Effective Date in accordance with ASC Topic 852. The Company was required to apply the fresh-start reporting provisions of ASC Topic 852 to its financial statements because (i) the reorganization value of the assets of the emerging entity immediately before the date of confirmation was less than the total of all post-petition liabilities and allowed claims, and (ii) the holders of existing voting shares of STN immediately before confirmation received less than 50% of the voting shares of the emerging entity. Under ASC Topic 852, application of fresh-start reporting is required on the date on which a plan of reorganization is confirmed by a bankruptcy court and all material conditions to the plan of reorganization are satisfied. All material conditions to the Plans were satisfied as of June 17, 2011.

Fresh-start reporting results in a new basis of accounting and a new reporting entity with no beginning retained earnings or deficit, and generally involves adjusting the historical carrying values of assets and liabilities to their fair values as determined by the reorganization value. In accordance with the fresh-start reporting guidance in ASC Topic 852, the reorganization value of the Company was assigned to its assets and liabilities in conformity with the procedures specified by ASC Topic 805, Business Combinations (“ASC Topic 805”), and the portion of the reorganization value that was not attributable to specific tangible or identified intangible assets was recognized as goodwill. The Predecessors’ goodwill, accumulated depreciation, accumulated amortization, accumulated deficit and accumulated other comprehensive income were eliminated. The effects on the reported amounts of assets and liabilities resulting from the adoption of fresh-start reporting and the effects of the Plans through the Effective Date are reflected in the Predecessors’ statements of operations.

The aggregate transaction value for the Restructuring Transactions, as determined by the Bankruptcy Court and set forth in the Plans and related documents, was approximately $3.1 billion. This reorganization value does not necessarily reflect the price that would be paid for these assets in a transaction involving a willing seller and buyer, with each party possessing full information regarding the Company and with neither party being under any compulsion to buy or sell.

Estimates of fair value represent the Company’s best estimates, and are prepared using a variety of valuation methodologies including techniques based on industry data and trends, by reference to relevant market rates and transactions, and discounted cash flow analysis, among others. The determination of the fair value of assets and liabilities is subject to significant estimation and assumptions and there can be no assurance that the estimates, assumptions and values reflected in the valuations will be realized, and actual results could vary materially.

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The implementation of the Plans and the effects of the consummation of the transactions contemplated therein and the effects of the adoption of fresh-start reporting on the Predecessors’ consolidated balance sheets at June 17, 2011, which resulted in the opening consolidated balance sheet of the Successor at June 17, 2011, are shown below (in thousands):

	Predecessors												Successor
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Effects of the Plan (a)			Fresh-StartReporting Adjustments (b)			Station Casinos LLC
	June 17, 2011												June 17, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	242,392		$	44,355		$	(173,597	)	—			$	113,150
Other current assets	349,124			6,903			(263,305		)	—			92,722
Total current assets	591,516			51,258			(436,902		)	—			205,872
Property and equipment, net	2,457,493			418,600			—			(595,944		)	2,280,149
Goodwill	124,313			—			—			70,819			195,132
Native American note receivable	21,257			—			—			11,272			32,529
Intangible assets, net	270,926			—			—			(49,586		)	221,340
Land held for development	240,836			—			—			(10,936		)	229,900
Investments in joint ventures	4,647			—			—			5,607			10,254
Native American development costs	179,543			—			—			(113,843		)	65,700
Other assets, net	56,798			4,012			—			(8,336		)	52,474
Total assets	$	3,947,329		$	473,870		$	(436,902	)	$	(690,947	)	$	3,293,350
LIABILITIES AND MEMBERS’/STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities not subject to compromise:
Current portion of long-term debt	$	242,376		$	172		$	(227,721	)	—			$	14,827
Other current liabilities	133,024			9,685			21,442			—			164,151
Total current liabilities	375,400			9,857			(206,279		)	—			178,978
Long-term debt, less current portion	7,769			1,695			2,207,565			—			2,217,029
Deferred income taxes, net	103,659			—			(103,659		)	—			—
Investments in joint ventures, deficit	362,086			—			(361,896		)	(190		)	—
Other long-term liabilities, net	14,201			—			(5,389		)	—			8,812
Total liabilities not subject to compromise	863,115			11,552			1,530,342			(190		)	2,404,819
Liabilities subject to compromise	5,997,182			904,277			(6,901,459		)	—			—
Total liabilities	6,860,297			915,829			(5,371,117		)	(190		)	2,404,819
Commitments and contingencies
Members’/ stockholders’ equity (deficit):
Predecessor stockholders’/members’ deficit	(2,914,963		)	(441,959		)	4,079,735			(722,813		)	—
Additional paid-in capital of Station Casinos LLC	—			—			844,980			—			844,980
Station Casinos, Inc. stockholders’ (deficit) / Station Casinos LLC members’ equity	(2,914,963		)	(441,959		)	4,924,715			(722,813		)	844,980
Noncontrolling interest	1,995			—			9,500			32,056			43,551
Total members’/stockholders’ (deficit) equity	(2,912,968		)	(441,959		)	4,934,215			(690,757		)	888,531
Total liabilities and members’/stockholders’ (deficit) equity	$	3,947,329		$	473,870		$	(436,902	)	$	(690,947	)	$	3,293,350

(a)Represents amounts recorded as of the Effective Date for the consummation of the Plans, including the settlement of liabilities subject to compromise, elimination of certain affiliate balances among the Predecessors, the issuance of new indebtedness and related cash payments, the payment of fees and costs related to the Restructuring Transactions, and the issuance of Voting Units and Non-Voting Units of the Company.

(b)Reflects the adjustment of the carrying values of assets and liabilities to fair value, or other measurement as specified in the accounting guidance related to business combinations.

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The following table summarizes the net gain (loss) on reorganization and related items and fresh-start reporting adjustments for the periods indicated (amounts in thousands):

	Predecessors
	Period January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010				Year Ended December 31, 2009
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
Discharge of liabilities subject to compromise	$	4,066,026		$	590,976		—			—	—			—
Fresh-start reporting adjustments	(789,464		)	66,651			—			—	—			—
Write-off of debt discount and debt issuance costs	—			2,992			—			—	(225,011		)	—
Adjustment of swap carrying values to expected amounts of allowed claims	—			—			(2,607		)	—	(80,790		)	—
Professional fees and expenses and other	(16,567		)	(25,620		)	(80,141		)	—	(70,087		)	—
Total net reorganization items and fresh-start reporting adjustments	$	3,259,995		$	634,999		$	(82,748	)	—	$	(375,888	)	$	—

4 .            Pro Forma Results of Operations

The following table presents unaudited pro forma results of operations as if the Restructuring Transactions had occurred at the beginning of the earliest period reported (in thousands, unaudited):

	Year Ended December 31,
	2011			2010			2009
Net revenues	$	1,178,148		$	1,114,727		$	1,236,355
Operating income (loss)	150,184			(126,103		)	(933,084		)
Net loss	(32,193		)	(197,300		)	(1,228,537		)

All costs and expenses not directly affected by the Restructuring Transactions, including STN’s impairment charges of $262.0 million and $1.13 billion for the years ended December 31, 2010 and 2009, respectively, have not been removed in the pro forma adjustments. The pro forma information should not be relied upon as necessarily being indicative of the results that would have been achieved if the Restructuring Transactions had actually occurred on those dates, nor of the results that may be reported in the future.

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5 .            Receivables, net

Components of receivables are as follows (amounts in thousands):

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	December 31, 2011			December 31, 2010
Casino	$	8,034		$	11,669		$	2,921
Hotel	4,736			6,686			298
Management fees	2,908			3,246			—
Due from unconsolidated joint ventures	765			435			—
Other	11,408			12,720			900
	27,851			34,756			4,119
Allowance for doubtful accounts	(405		)	(10,652		)	(811		)
Receivables, net	$	27,446		$	24,104		$	3,308

6 .            Property and Equipment

Property and equipment consists of the following (amounts in thousands):

		Successor			Predecessors
	Estimated useful life	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	(years)	December 31, 2011			December 31, 2010
Land	—	$	205,241		$	413,933		$	27,179
Buildings and improvements	10-45	1,884,742			2,161,028			450,089
Furniture, fixtures and equipment	3-7	207,765			574,030			135,514
Construction in progress	—	7,963			20,273			584
		2,305,711			3,169,264			613,366
Accumulated depreciation and amortization		(59,646		)	(663,501		)	(186,568		)
Property and equipment, net		$	2,246,065		$	2,505,763		$	426,798

Depreciation expense was as follows (amounts in thousands):

Successor		Predecessors
Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
$	59,775	$	59,564	$	9,512	$	137,086	$	21,613	$	153,282	$	23,077

At December 31, 2011 and 2010, substantially all of the Company’s property and equipment is pledged as collateral for its long-term debt.

Impairment Losses

During the three months ended September 30, 2010, it was determined that a triggering event, as described in the Impairment or Disposal of Long-Lived Assets Subsections of ASC 360-10, had occurred due to developments in STN Predecessor’s bankruptcy proceedings. STN Predecessor therefore tested the carrying values of its property and equipment for recoverability by comparing the sum of the undiscounted estimated future cash flows of each asset group to its carrying value. For those asset groups where the sum of the undiscounted estimated cash flows did not exceed the carrying value, impairment was measured based on the excess of carrying value over fair value. Buildings, land, furniture, fixtures and equipment with carrying amounts totaling $88.1 million were written down to their fair values totaling $21.4 million, resulting in an impairment charge of $66.6 million, which is included in STN Predecessor’s consolidated statement of operations. This impairment charge included $65.9 million for property and equipment of Fiesta Rancho and $0.7 million for property and equipment of other operating properties.

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During the year ended December 31, 2009, STN Predecessor reviewed the carrying values of its property and equipment for impairment because STN’s restructuring activities and the continuation of the economic downturn constituted indicators of impairment. As a result, STN Predecessor recorded impairment charges totaling $179.4 million for the year ended December 31, 2009, related to property and equipment at certain operating subsidiaries, primarily Texas Station.

The Company estimates the fair value of property and equipment using a combination of valuation methods including discounted cash flows and estimated prices for similar assets. These methods typically utilize inputs that are classified as Level 3 under ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”).

7.             Goodwill and Other Intangible Assets

The Company recognized goodwill of $195.1 million as a result of the Restructuring Transactions, and the goodwill of STN was eliminated in accordance with the accounting guidance for fresh-start reporting. The Company’s goodwill represents the portion of the reorganization value that is not attributable to specific tangible or identified intangible assets. The changes in the carrying amount of goodwill for the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011, and for the year ended December 31, 2010 are as follows (amounts in thousands):

	Successor		Predecessors
	Station Casinos LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011					Year Ended December 31, 2010
Balance at beginning of the period:
Goodwill	$	195,132	$	2,986,993		$	—	$	2,986,993		$	—
Accumulated impairment losses	—		(2,862,680		)	—		(2,802,294		)	—
Goodwill, net of accumulated impairment losses	195,132		124,313			—		184,699			—
Changes in carrying amount during the period:
Elimination of Predecessors’ goodwill in fresh-start reporting	—		(124,313		)	—		—			—
Impairment losses recognized during the period	—		—			—		(60,386		)	—
	—		(124,313		)	—		(60,386		)	—
Balance at end of the period:
Goodwill	$	195,132	$	—		$	—	$	2,986,993		$	—
Accumulated impairment losses	—		—			—		(2,862,680		)	—
Goodwill, net of accumulated impairment losses	$	195,132	$	—		$	—	$	124,313		$	—

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Intangible assets, net as of December 31, 2011 and 2010 consist of the following (in thousands):

	Successor
	Station Casinos LLC
	December 31, 2011
	Estimatedlife(years)	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
Brands	Indefinite	$	77,200	—			$	77,200
License rights	Indefinite	300		—			300
Customer relationships	15	22,800		(819		)	21,981
Management contracts	7-20	115,000		(5,554		)	109,446
Beneficial leases	2-10	3,990		(393		)	3,597
Other	1-2	2,050		(482		)	1,568
		$	221,340	$	(7,248	)	$	214,092

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
	Estimatedlife(years)	GrossCarryingAmount		Accumulated Amortization			AccumulatedImpairmentLosses			NetCarryingAmount
Brands	Indefinite	$	214,791	—			$	(115,237	)	$	99,554
License rights	Indefinite	4,531		—			(4,190		)	341
Customer relationships	15	268,961		(18,942		)	(241,363		)	8,656
Management contracts	3-20	521,464		(127,957		)	(229,534		)	163,973
Other	1	8,654		(8,654		)	—			—
		$	1,018,401	$	(155,553	)	$	(590,324	)	$	272,524

The intangible asset for customer relationships refers to the value associated with our rated casino guests. The Company amortizes its finite-lived intangible assets, including its customer relationship intangible asset, using the straight-line method over their estimated useful lives. The aggregate amortization expense for those assets that are amortized under the provisions of ASC Topic 350 was approximately $7.2 million , $1.6 million , $16.0 million , and $53.8 million for the Successor period June 17, 2011 through December 31, 2011, the STN Predecessor period January 1, 2011 through June 16, 2011, and the STN Predecessor years ended December 31, 2010 and 2009 , respectively. Estimated annual amortization expense for intangible assets for the years ended December 31, 2012 , 2013 , 2014 , 2015 , and 2016 is anticipated to be approximately $13.4 million , $13.0 million , $12.2 million , $18.3 million , and $18.3 million respectively.

STN Predecessor Impairment Losses

2010 Impairment Losses

During the three months ended September 30, 2010, STN Predecessor determined that a triggering event, as described in ASC Topics 350 and 360, had occurred due to developments in its bankruptcy proceedings, and STN therefore tested its goodwill and intangible assets for impairment. Certain of these assets were determined to be impaired and STN Predecessor recognized impairment charges in its consolidated statements of operations as described in more detail below.

STN Predecessor tested the goodwill of each of its reporting units for impairment by comparing the carrying value of each reporting unit, including goodwill, with its fair value. For reporting units where carrying value exceeded fair value, the implied fair value of the reporting unit’s goodwill was measured by allocating the fair value of the reporting unit to the assets and liabilities of the unit, as if the reporting unit had been acquired in a business combination. Where the carrying value of a reporting unit’s goodwill exceeded its implied fair value, STN recognized an impairment loss in an amount equal to that excess. During the three months ended September 30, 2010, goodwill of the Santa Fe Station and Boulder Station reporting units with carrying amounts totaling $184.7 million were written down to their implied fair values totaling $124.3 million, resulting in an impairment charge of $60.4 million. As a result of these interim goodwill impairment charges recognized during the three months ended September 30, 2010, STN’s annual goodwill impairment testing as of October 1, 2010 resulted in no additional impairment charges. The fair value of each reporting unit is estimated using the expected present value of future cash flows along with value indications provided by the current valuation multiples of comparable publicly traded companies, which are generally classified as Level 3 inputs under ASC Topic 820.

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STN Predecessor tested its finite-lived intangible assets for impairment by comparing their carrying values with their fair values, and for those with carrying values that exceeded their fair values, impairment was recognized based on the excess of carrying value over fair value. Customer relationship intangible assets with carrying values totaling $8.6 million were written down to their fair value of $8.1 million, resulting in an impairment charge of $0.5 million. STN estimated the fair value of its customer relationship intangible assets using a discounted cash flow model based on Level 3 inputs under ASC Topic 820.

During the year ended December 31, 2010, STN decided to discontinue the exclusivity arrangement associated with one of its indefinite-lived license right intangibles, which had a carrying value of $1.0 million. As a result, STN determined that this asset had become fully impaired and recorded an impairment charge equal to the carrying value of this asset. In addition, during STN’s interim impairment testing it determined that a license asset with a carrying value of $3.5 million was impaired, primarily as a result of changes in its potential utilization, therefore this asset was written down to its estimated fair value of $0.3 million and STN recognized a $3.2 million impairment charge. STN estimated the fair value of the license asset based on solicited offers and comparable asset sales estimates, which are Level 3 inputs under ASC Topic 820.

2009 Impairment Losses

During the year ended December 31, 2009, STN determined that its restructuring activities and the continuation of the economic downturn constituted indicators of impairment, and therefore tested its finite-lived intangible assets for impairment. As a result, STN Predecessor wrote down certain customer relationship intangible assets with carrying values totaling $22.5 million to their fair value of $9.9 million. Likewise, its brands with carrying amounts totaling $129.2 million were written down to their fair values of $99.6 million. As a result, STN Predecessor recognized impairment losses totaling $12.6 million and $29.7 million, respectively, for its customer relationship and brand intangibles. The impairment of STN’s brands and customers relationships was the result of the ongoing recession which resulted in decreased projected cash flow estimates, decreased valuation multiples for gaming assets due to market conditions and higher discount rates resulting from turmoil in the credit markets. The concentration of STN’s customer base in the Las Vegas valley, where the impact of the recession has been particularly significant, negatively impacted its projected cash flow estimates.

In addition, during the year ended December 31, 2009, as a result of decreases in the projected revenue streams for certain of STN’s managed properties, management contract intangible assets with carrying values totaling $258.7 million were written down to their fair values totaling $45.8 million. The majority of the $212.9 million management contract impairment charge related to STN’s contracts to manage Green Valley Ranch, Aliante Station, and Gun Lake.

As a result of STN’s annual goodwill impairment testing for the year ended December 31, 2009, goodwill of certain reporting units, primarily Boulder Station, Santa Fe Station and Sunset Station, with a total carrying amount of $366.5 million was written down to implied fair value of $184.7 million, resulting in a goodwill impairment charge of $181.8 million.

8.        Land Held for Development

As of December 31, 2011, the Company had $227.9 million of land held for development consisting primarily of 11 sites that are owned or leased, which includes 368 acres in the Las Vegas valley, 772 acres in northern California and 200 acres in Reno, Nevada. The primary gaming-entitled land in the Las Vegas Valley owned by the Company consists of 77 acres of land (96 acres including those leased or under contract) on which the Wild Wild West is located and the surrounding area, 71 acres located at the intersection of Durango Road and the Southern Beltway/Interstate 215 in the southwest area of Las Vegas, 58 acres also located in southwest Las Vegas at the intersection of Town Center and Interstate 215, 45 acres in the master-planned community of Inspirada located in Henderson, Nevada, 58 acres located on the southern end of Las Vegas Boulevard at Cactus Avenue, and 30 acres on Boulder Highway at the site formerly known as the Castaways Hotel Casino and Bowling Center. During the year ended December 31, 2010, options to purchase approximately 10 acres of land near the Wild Wild West expired, and STN wrote off the $9.0 million carrying value of the related asset.

The Company assumed STN Predecessor’s lease on the 19-acre parcel of land on which the Wild Wild West is located. The significant terms of the lease include a one-time termination option at the election of the lessee in 2019, rent reductions for 2011 through 2019, and additional options under which the Company may purchase the land at any time during the years 2011 through 2019 at established fixed prices. The lease also contains options under which the Company may purchase the land in July 2023, 2044 and 2065 for a purchase price equal to fair market value of the land as of July 2022, 2043 and 2064, respectively. No amounts related to these purchase options have been recorded on Successor’s consolidated balance sheet at December 31, 2011 or STN Predecessor’s consolidated balance sheets at December 31, 2010 and 2009.

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The Company’s decision whether to proceed with any new gaming or development opportunity is dependent upon future economic and regulatory factors, the availability of acceptable financing and competitive and strategic considerations. As many of these considerations are beyond the Company’s control, no assurances can be made that it will be able to proceed with any particular project.

Impairment Loss

During the period June 17, 2011 through December 31, 2011, the Company determined that an indicator of impairment existed for one of its parcels of land held for development in California, which had a carrying value of $2.9 million. The Company tested the carrying value of the parcel for impairment by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying value. The carrying value was higher and as a result, the Company recorded an impairment loss of $2.1 million in impairment of other assets in its consolidated statements of operations to write down the carrying value of the parcel to its estimated fair value of $0.8 million. The Company expects to dispose of this land in the second quarter of 2011. See Note 26 — Subsequent Events for additional information.

During the year ended December 31, 2010, STN determined that a triggering event, as described under the accounting guidance for impairment or disposal of long-lived assets, had occurred due to developments in its bankruptcy proceedings. As a result, STN tested its land held for development for impairment by comparing the estimated future cash flows for each land parcel, on an undiscounted basis, to its carrying value. For certain land parcels, primarily those located in the Las Vegas valley, the carrying value was higher and as a result, STN recorded an impairment loss of approximately $114.4 million in impairment of other assets in its consolidated statements of operations to write down the carrying value of those parcels totaling $308.6 million to their fair values totaling $194.1 million. Included in the impairment charge was a $49.6 million write-off of capitalized project costs related to the impaired parcels. The fair value of the Company’s land held for development is estimated using traditional real estate valuation techniques, primarily the sales comparison approach, utilizing inputs classified as Level 3 under ASC Topic 820.

STN reviewed its land held for development for impairment during the year ended December 31, 2009 as a result of the continuing recession and its significant impact on real estate values, and determined that impairments existed for a number of land parcels in the Las Vegas valley, Reno, Nevada, and northern California. As a result, STN recorded impairment charges totaling approximately $617.4 million to write down the carrying value of these parcels totaling $918.2 million to their fair values totaling $300.9 million.

Gain (Loss) on Land Disposition

During the year ended December, 2010, STN recognized a $0.1 million gain on disposal of a real estate parcel in the Las Vegas valley. During the year ended December 31, 2009, STN recorded a loss on land disposition of $5.1 million related to a parcel of land in Reno, Nevada that had previously been held for development.

9.             Investments in Joint Ventures

The Company has various investments in 50% owned joint ventures in Las Vegas, Nevada, which are accounted for under the equity method. Under the equity method, original investments are initially recorded at cost and are adjusted by the investor’s share of earnings, losses and distributions of the joint ventures. STN Predecessor’s carrying value of certain investments in joint ventures also reflects the effect of previously recognized impairment charges. The carrying value of equity method investments may be reduced below zero, resulting in a deficit investment balance, when the investor is committed to provide further financial support for the investee.

Successor

The Company holds 50% equity investments in Barley’s, The Greens and Wildfire Lanes, which are managed by the Company on behalf of the joint ventures. The Company also owns a 50% investment in Losee Elkhorn Properties, LLC which owns undeveloped land in North Las Vegas. As a result of fresh-start reporting, on the Effective Date the carrying values of these investments were adjusted to their fair values, which totaled approximately $10.3 million. These investments are not, in the aggregate, material in relation to the Company’s financial position or results of operations. Operating earnings from joint ventures is shown as a separate line item after operating income, and interest and other expense from joint ventures is shown as a separate component under other expense on the Company’s consolidated statement of operations. For the Successor period June 17, 2011 through December 31, 2011, Station’s equity in losses of joint ventures includes a charge of $2.3 million related to recognizing its 50% share of a goodwill impairment charge recorded by The Greens.

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STN Predecessor

STN’s investments in joint ventures consist of the following (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
Barley’s Casino & Brewing Company (“Barley’s”) (50.0%)	$	4,756
Wildfire Lanes and Casino (“Wildfire Lanes”) (50.0%)	760
Investments in joint ventures	$	5,516
Green Valley Ranch (50.0%) (a)	$	(38,258	)
The Greens Gaming and Dining (“The Greens”) (50.0%) (b)	(163		)
Aliante Station (50.0%) (a)	(306,346		)
Deficit investments in joint ventures	$	(344,767	)

(a)As a result of asset impairment charges and ongoing losses recognized during the Predecessor period, STN’s investments in Green Valley Ranch and Aliante Station at December 31, 2010 reflects deficit balances, which are reflected as long-term liabilities in STN’s consolidated balance sheet.

(b)As a result of ongoing losses recognized during the Predecessor period, STN’s investment in The Greens at December 31, 2010 reflects a deficit balance, which is reflected as a long-term liability on STN’s consolidated balance sheet.

On June 7, 2011, STN Predecessor disposed of its 6.7% investment in Palms Casino Resort and recognized a gain on disposal of $250,000. As a result of previously recognized losses, the carrying value of this investment had been reduced to zero prior to disposal.

For the Predecessor Periods, interest and other expense from joint ventures includes STN Predecessor’s 50% interest in the mark-to-market valuation of certain joint ventures’ interest rate swaps that were not designated as hedging instruments for accounting purposes.

As further described in Note 1 , Station acquired Green Valley Ranch on the Effective Date. Station did not acquire STN Predecessor’s investment in Aliante Station.

Impairment Loss

In connection with STN’s interim impairment testing during the three months ended September 30, 2010, STN reviewed the carrying value of its investments in joint ventures for impairment because indicators of impairment existed. STN compared the estimated future cash flows of the assets, on an undiscounted basis, to the carrying values of the assets, and recorded impairment charges totaling $16.3 million to reduce the $19.8 million carrying value of its investment in Richfield Homes to its fair value of $3.5 million. The fair values of STN’s investments in joint ventures were estimated using discounted cash flow techniques based on Level 3 inputs under ASC Topic 820.

During the year ended December 31, 2009, STN determined that due to the ongoing recession and its impact on the estimated future cash flows from its investments in joint ventures, its investments in joint ventures should be reviewed for impairment. STN compared the estimated future cash flows of each of its investments in joint ventures, on an undiscounted basis, to the carrying value. The carrying values for its investments in certain joint ventures, primarily Green Valley Ranch, were higher than their estimated fair values, and STN recorded impairment losses totaling approximately $30.0 million to reduce the carrying values of its investments in these joint ventures totaling $37.2 million to their fair values totaling $7.2 million.

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Summarized balance sheet information for STN’s joint ventures is as follows (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
Current assets	$	113,439
Property and equipment and other assets, net	1,044,629
Current liabilities	1,362,724
Long-term debt and other liabilities	499,990
Shareholders’ equity	(704,646		)

Summarized results of operations for STN’s joint ventures are as follows (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Net revenues	$	194,554		$	411,861		$	459,688
Operating costs and expenses	177,685			935,529			736,647
Operating income	16,869			(523,668		)	(276,959		)
Interest and other expense, net	(70,858		)	(174,934		)	(114,141		)
Net (loss) income	$	(53,989	)	$	(698,602	)	$	(391,100	)

STN’s share of the operating earnings (losses) from its joint ventures is shown as a separate line item after operating income on its consolidated statements of operations. For the years ended December 31, 2010 and 2009, operating losses from joint ventures includes charges of $233.3 million and $124.9 million, respectively, related to recognizing STN’s 50% share of impairment charges recorded by Aliante Station in 2010 and Rancho Road, LLC and Aliante Station in 2009. STN’s share of interest and other expense from joint ventures is shown as a separate component under other expense on its consolidated statements of operations, which also includes its 50% share of the joint ventures’ mark-to-market valuation of their interest rate swaps that are not designated as hedging instruments. The following table identifies STN’s total losses from joint ventures during the Predecessor periods (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Operating losses from joint ventures	$	(945	)	$	(248,495	)	$	(127,643	)
Interest and other expense from joint ventures	(15,452		)	(66,709		)	(40,802		)
Net losses from joint ventures	$	(16,397	)	$	(315,204	)	$	(168,445	)

10.          Native American Development and Note Receivable

The Federated Indians of Graton Rancheria

On April 22, 2003, Predecessor entered into development and management agreements with the Federated Indians of Graton Rancheria (the “FIGR”), a federally recognized Native American tribe. Pursuant to those agreements, the Company will assist the FIGR in developing and operating a gaming and entertainment project to be located in Sonoma County, California. The FIGR selected Predecessor to assist them in designing, developing and financing their project, and upon opening, the Company will manage the facility on behalf of the FIGR. As currently contemplated and as described in the Record of Decision for the environmental impact statement, the project would have a total of approximately 535,000 square feet of space, of which

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approximately 110,000 square feet will be casino space, and the remainder of which will be non-casino space, and may include a hotel, banquet and meeting space, multiple bars, a food court and various dining options.

The management agreement has a term of seven years from the date of the opening of the project. The Company will receive a management fee equal to 24% of the facility’s net income in years one through four and 27% of the facility’s net income in years five through seven. The Company will also receive a development fee equal to 2% of the cost of the project upon the opening of the facility. The management agreement may be terminated under certain circumstances, including but not limited to, material breach, changes in regulatory or legal status, and mutual agreement of the parties. There is no provision in the management agreement allowing the FIGR to buy-out the management agreement prior to its expiration. Under the terms of the management agreement, the Company will provide training to the FIGR such that they may assume responsibility for managing the facility upon expiration of the seven-year term of the agreement.

The Company has agreed to provide certain advances for the development of the project, including, but not limited to, monthly payments to the FIGR, professional fees, consulting services, mitigation costs and design and pre-construction services fees. The Company has agreed to assist the FIGR in obtaining third-party financing for the project, however we do not expect such financing will be obtained until shortly before the project commences construction, and as such, the timing of obtaining the financing is uncertain. In addition, there can be no assurance that we will be able to obtain third-party financing for the project on acceptable terms or at all. Prior to obtaining such financing, the Company will contribute significant financial support to the project, and through December 31, 2011, the Company and Predecessor have advanced approximately $153.5 million toward the development of the project, primarily to complete the environmental impact study and secure real estate for the project, and the carrying value of these advances is included in Native American development costs on the Company’s consolidated balance sheet. Predecessor began capitalizing expenditures toward the project in 2003. Advances bear interest at a rate equal to the Company’s weighted cost of capital and are expected to be repaid from the proceeds of the third-party financing or from the FIGR’s gaming revenues, however there can be no assurance that the advances will be repaid. With the adoption of fresh-start reporting, the carrying value of the advances was adjusted to fair value. Through the Effective Date, Predecessor paid approximately $2.0 million in payments related to the achievement of certain milestones, which were expensed as incurred, and the Company has no further commitments to pay milestone payments on this project.

Upon termination or expiration of the management and development agreements, the FIGR will continue to be obligated to repay unpaid principal and interest on the advances from the Company and Predecessor, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the development and management agreements are secured by substantially all of the assets of the project, other than real property. In addition, the development and management agreements contain waivers of the FIGR’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

In October 2003, the FIGR entered into a Memorandum of Understanding with the City of Rohnert Park (the “MOU”) under which the FIGR agreed to make certain contributions and community investments to mitigate various impacts that may arise in connection with the project, in exchange for the city’s support of the project and its agreement to expend the contributions in accordance with the terms of the MOU. The MOU has a term of 20 years and is subject to automatic renewals. Under the terms of the MOU, the FIGR agreed to pay a total of approximately $17.7 million in one-time contributions, plus approximately $9.7 million in recurring annual contributions for as long as the MOU remains in effect. The contributions and community investments are designated to mitigate the impact of the project on transportation and traffic, fire protection and emergency services, law enforcement, problem gambling, schools, housing, waterways, and other impacts on the community. The FIGR’s obligation to pay many of the contributions and community investments is contingent upon certain future events including commencement of project construction, completion of project construction, and opening of the project.

In August 2005, Predecessor purchased 270 acres of land just west of the Rohnert Park city limits in Sonoma County, California. In March 2006, Predecessor purchased an additional 4.7 acres adjacent to the previously acquired property. The property purchased is approximately one-quarter mile from Highway 101 and approximately 43 miles from downtown San Francisco. The site is easily accessible via Wilfred Avenue and Business Park Drive, and will have multiple points of ingress and egress. In March 2008, it was determined that approximately 252 acres of the 270-acre site purchased in August 2005 would be taken into trust, with the remaining 23 acres retained by Predecessor. Over the period of May 2007 through June 2008, Predecessor purchased an additional 11 acres of land adjacent to the 23-acre site, bringing the total land retained for development by the Company to 34 acres.

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On May 7, 2008, the DOI published in the Federal Register a Notice of Final Agency Determination (the “Determination”) to take certain land into trust for the benefit of the FIGR. The publication commenced a 30-day period in which interested parties could seek judicial review of the Determination. On June 6, 2008, the Stop The Casino 101 Coalition and certain individuals filed a complaint (the “Complaint”) in the United States District Court for the Northern District of California seeking declaratory and injunctive relief against the DOI and officials of the DOI. The Complaint sought judicial review of the Determination. On November 17, 2008, the federal defendants and the FIGR filed their respective motions to dismiss the Complaint for lack of jurisdiction and failure to state a claim. In response, the plaintiffs filed a motion for leave to amend their Complaint, which was granted on January 26, 2009. The DOI and the FIGR filed motions to dismiss the amended Complaint on February 20, 2009, and on March 27, 2009, a hearing was held to argue such motions. On April 21, 2009, the DOI and FIGR’s motions to dismiss were granted. On June 8, 2009, the plaintiffs filed an appeal (the “Appeal”) in the United States Court of Appeals for the Ninth Circuit (the “Court of Appeals”), and the DOI agreed to voluntarily stay the taking of the site into trust pending resolution of the Appeal. The plaintiffs filed their opening briefs on October 26, 2009. On November 4, 2009, the DOI filed an unopposed motion to expedite the oral argument. The DOI and FIGR then filed their answering briefs on November 25, 2009. The plaintiffs responded by filing reply briefs on December 28, 2009. Oral arguments were heard on April 15, 2010, and on June 3, 2010, the Court of Appeals affirmed the district court’s dismissal of the Complaint. On July 19, 2010, the plaintiffs filed a petition for rehearing en banc. The Court of Appeals denied plaintiffs’ petition on August 11, 2010. Notwithstanding the fact that plaintiffs’ complaint was dismissed and land has been taken into trust for the FIGR, opponents of the project may still seek to exercise legal remedies to delay or stop the project.

On October 1, 2010, the Bureau of Indian Affairs of the U.S. Department of the Interior (the “BIA”) accepted approximately 254 acres of land owned by Predecessor into trust on behalf of the FIGR for the development of the project.

On October 1, 2010, the NIGC informed Predecessor and the FIGR that the NIGC approved the management agreement by and between the FIGR and Predecessor for Class II gaming at the planned gaming and entertainment facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer-aided versions of such games), and non-banked card games. A banked game is one in which players compete against the licensed gaming establishment rather than against one another. The FIGR and the Company may also pursue approval of Class III gaming, which would permit casino-style gaming at the planned facility, including banked table games, such as blackjack, craps and pai gow, and gaming machines such as slots, video poker, lotteries and pari-mutuel wagering. Pari-mutuel wagering is a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers. Class III gaming would require an approved compact (a “Class III Gaming Compact”) with the State of California and approval by the NIGC of a modification to the existing management agreement, or a new management agreement, permitting Class III, or casino-style, gaming. There can be no assurance that the project will be able to obtain, in a timely fashion or at all, the approvals from the State of California and the NIGC that are necessary to conduct Class III, or casino-style, gaming at the facility.

The following table outlines our evaluation at December 31, 2011 of each of the critical milestones necessary to complete the FIGR project. Both positive and negative evidence was considered in our evaluation.

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	As of December 31, 2011
Federally recognized as a tribe by the (BIA)	Yes
Date of recognition	Federal recognition was terminated during the 1950’s and restored on December 27, 2000. There is currently no evidence to suggest that recognition might be terminated in the future.
Tribe has possession of or access to usable land upon which the project is to be built	Yes, on October 1, 2010 the DOI accepted approximately 254 acres of land for the project into trust on behalf the FIGR.
Status of obtaining regulatory and governmental approvals:
Tribal-State Compact	A compact is not required for Class II gaming, however the FIGR may elect to pursue a tribal-state compact for Class III gaming. In determining whether a Class III gaming compact can be entered into with the State, we considered that to the best of our knowledge there is only one tribe in the State of California that has land in trust but does not have a compact if one is desired.
Approval of gaming compact by DOI	No compact approval by DOI is required for Class II gaming, however if the FIGR elect to pursue a Class III gaming compact, DOI approval of such a compact would be required. We believe the DOI will approve a Class III compact so long as the terms and conditions thereof are consistent with compacts that have recently been approved or allowed to become effective.
Approval of management agreement by NIGC	Yes
Date	October 1, 2010
DOI accepting usable land into trust on behalf of the tribe	Yes
Date	October 1, 2010
Gaming licenses:
Type	Class II
Number of gaming devices allowed	N/A There is currently no limitation on the number of gaming devices allowed at the project, although a limitation may be imposed in the event the FIGR elect to pursue Class III gaming and enter into a compact with the State of California to do so.
City agreement	The FIGR have entered into a Memorandum of Understanding with the City of Rohnert Park under which the tribe has agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.
Date of city agreement	October 14, 2003
County and other agreements	We anticipate that the FIGR may enter into memoranda of understanding with, among others, Sonoma County and the California Department of Transportation, relating to impact mitigation. Based upon discussions with representatives of Sonoma County, we believe that Sonoma County will enter into a memorandum of understanding with the FIGR to mitigate any local impacts of the project.

The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals. The Company plans to continue contributing significant financial support to the project, even though there can be no assurances as to when or if the necessary approvals will be obtained. We currently estimate that construction of the facility will begin after the financing for the project has been obtained, which we anticipate to be during the middle of 2012, and we estimate that the facility would be completed and opened for business approximately 18 to 24 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all.

We have evaluated the likelihood that the FIGR project will be successfully completed and opened, and have concluded that at December 31, 2011 , the likelihood of successful completion is in the range of 80% to 90%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including the status of required regulatory approvals, and the progress being made toward the achievement of all milestones and the likelihood of successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the

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project even if it is successfully completed and opened for business.

North Fork Rancheria of Mono Indian Tribe

On December 8, 2003, Predecessor entered into development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California. Pursuant to those agreements, we have agreed to assist the Mono in developing and operating a gaming and entertainment facility to be located in Madera County, California. We have purchased, for the benefit of the Mono, a 305-acre parcel of land located on Highway 99 north of the city of Madera.

As currently contemplated, the project is expected to include approximately 2,000 slot machines and approximately 60 table games, a hotel and several restaurants. Development of the gaming and entertainment project is subject to certain governmental and regulatory approvals, including, but not limited to, approval by the California Legislature of a gaming compact with the State of California, the BIA accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

The Mono entered into memoranda of understanding with the County of Madera, the City of Madera, and the Madera Irrigation District, on August 16, 2004, October 18, 2006, and December 19, 2006, respectively. Under those agreements, the Mono agreed to make monetary contributions to mitigate potential impacts of the project on the community, and also agreed to certain non-monetary covenants. In accordance with these agreements, the tribe has agreed to pay non-recurring mitigation contributions ranging from $13.2 million to $28.2 million and recurring annual mitigation contributions totaling approximately $5.1 million, all of which are subject to CPI adjustments. These contributions are intended to mitigate the impact of the project on law enforcement, public safety, roads and transportation, local land use planning, water conservation and air quality, as well as to provide funding for parks, recreation, economic development, education, behavioral health and certain charitable programs. The Mono’s obligation to pay the contributions is contingent upon certain future events including acceptance of the land into trust, commencement of project construction, and for certain contributions, the opening of the project. The tribe also expects to enter into a mitigation agreement with CalTrans for state road improvements.

On April 28, 2008, the Mono and the State of California entered into a tribal-state Class III gaming compact permitting casino-style gaming. The compact is subject to approval by the California Legislature and, if approved, will regulate gaming at the Mono’s proposed gaming and entertainment project to be developed on the site. No assurance can be provided as to whether the California Legislature will approve the compact.

On August 6, 2010, the BIA published notice in the Federal Register that the environmental impact statement for the Mono’s casino and resort project had been finalized and was available for review. On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the proposed site would be in the best interest of the Mono and would not be detrimental to the surrounding community. In order for the proposed site to be taken into trust by the DOI for the benefit of the Mono, the Governor of California must concur in the Assistant Secretary’s determination. In the event the Governor concurs, the Assistant Secretary will proceed with a final decision on having the land taken into trust for gaming purposes. Notice of the trust decision would be published in the Federal Register together with the record of decision finalizing the environmental review process. Notwithstanding the Secretary’s decision, opponents of the project may still seek to exercise their legal remedies to delay or stop the project.

Under the terms of the development agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. Prior to obtaining third-party financing, we will contribute significant financial support to the project. Our advances are expected to be repaid from the proceeds of the third-party financing or from the Mono’s gaming revenues, however there can be no assurance that the advances will be repaid. Predecessor began capitalizing reimbursable advances related to this project in 2003. Through December 31, 2011 , advances toward the development of the project totaled approximately $17.3 million , primarily to complete the environmental impact study and secure real estate for the project, and the carrying value of these advances is included in Native American development costs on the Company’s consolidated balance sheet. Reimbursable advances by Predecessor and the Company to the Mono bear interest at the prime rate plus 1.5%. With the adoption of fresh-start reporting, the carrying value of the advances was adjusted to fair value. In addition, we have agreed to pay approximately $1.3 million of payments upon achieving certain milestones, which will not be reimbursed and will be expensed as incurred. Through December 31, 2011 , none of these payments had been made.

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The management agreement has a term of seven years from the opening of the facility. The Company will receive a management fee of 24% of the facility’s net income. The management agreement includes termination provisions whereby either party may terminate the agreement for cause, and the agreement may also be terminated at any time upon agreement of the parties. There is no provision in the management agreement allowing the tribe to buy-out the contract prior to its expiration. The management agreement provides that the Company will train the Mono such that they may assume responsibility for managing the facility upon the expiration of the agreement.

Upon termination or expiration of the management and development agreements, the Mono will continue to be obligated to repay unpaid principal and interest on the advances from Predecessor and the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to Predecessor and the Company under the development and management agreements are secured by substantially all of the assets of the project. In addition, the development and management agreements contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The following table outlines our evaluation at December 31, 2011 of each of the critical milestones necessary to complete the Mono project. Both positive and negative evidence was considered during our evaluation.

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	As of December 31, 2011
Federally recognized as a tribe by the BIA	Yes
Date of recognition	Federal recognition was terminated in 1961 and restored in 1983. There is currently no evidence to suggest that recognition might be terminated in the future.
Tribe has possession of or access to usable land upon which the project is to be built	The Company has acquired usable land for the development of this project on behalf of the Mono. The land has not, however, been accepted into trust for the Mono by the DOI. In determining whether land will be taken into trust for the benefit of the Mono, we considered the Secretary’s determination that gaming on the proposed site is in the best interest of the Mono and would not be detrimental to the surrounding community. We also considered that the Governor must concur in the Secretary’s decision before land can be taken into trust for the benefit of the Mono.
Status of obtaining regulatory and governmental approvals:
Tribal-State Compact	A compact has been negotiated and was signed by the California governor in 2008 and will be submitted to the California Legislature for ratification after the Secretary of the Interior approves taking the land into trust. We believe that the compact will be ratified by the legislature due to the precedent set by the ratification of state-tribal gaming compacts in the past.
Approval of gaming compact by DOI	Approval of the gaming compact by the DOI is expected to occur after the compact has been ratified by the California Legislature. We believe the DOI will approve the compact because the terms and conditions thereof are consistent with past compacts that have been approved.
Record of decision regarding environment impact published by BIA	ROD regarding the Environmental Impact Statement for the project has not yet been published by the BIA. We cannot predict the timing of the issuance of the ROD. There is currently no evidence to suggest that a favorable ROD will not be issued. In determining that a favorable ROD will be issued and published, we have considered the extensive Environmental Impact Statement that was prepared and the Secretary’s determination that gaming on the proposed site is in the best interest of the Mono and is not detrimental to the surrounding community.
BIA accepting usable land into trust on behalf of the tribe	It is anticipated that the land will be accepted into trust by the DOI after the issuance of the ROD. We cannot, however, predict when these events will occur. There is currently no evidence to indicate that the land will not be accepted into trust. In determining that it is probable that the DOI will accept the land into trust, we considered the Secretary’s decision concerning gaming on the land. We have also considered, however, the need for the Governor’s concurrence and the opposition to the project by other tribes in close proximity to the proposed site.
Approval of management agreement by NIGC	Approval of the management agreement by the NIGC is expected to occur following the BIA’s acceptance of the land into trust. We believe the management agreement will be approved because the terms and conditions thereof are acceptable under IGRA and are consistent with previously approved management agreements.
Gaming licenses:
Type	Current plans for the project include Class III gaming, which requires a compact with the State of California and the approval of the NIGC. The compact is subject to the ratification of the California legislature. There is currently no evidence to indicate that the California legislature will not ratify the compact. (See comments above.)
Number of gaming devices allowed	The compact signed by California’s governor permits a maximum of 2,000 slot machines at the facility as currently contemplated, with an option to expand to 2,500 total machines.
Agreements with local authorities	The Mono have entered into Memoranda of Understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. We currently estimate that construction of the facility may begin in the second half of 2013 and we estimate that the facility would

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be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all. We expect to obtain third-party financing for the project once all necessary regulatory approvals have been received and construction has commenced, however there can be no assurance that we will be able to obtain such financing for the project on acceptable terms or at all.

We have evaluated the likelihood that the Mono project will be successfully completed and opened, and have concluded that at December 31, 2011 , the likelihood of successful completion is in the range of 60% to 70%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the project even if it is successfully completed and opened for business.

Mechoopda Indian Tribe

On January 12, 2004, Predecessor entered into development and management agreements with the Mechoopda Indian Tribe of Chico Rancheria, California (the “MITCR”), a federally recognized Native American tribe. Pursuant to those agreements, Predecessor agreed to assist the MITCR in developing and operating a gaming and entertainment facility to be located on a portion of an approximately 650-acre site in Butte County, California, at the intersection of State Route 149 and Highway 99, approximately 10 miles southeast of Chico, California and 80 miles north of Sacramento, California.

Under the terms of the development agreement, Predecessor agreed to arrange the financing for the ongoing development costs and construction of the facility. Through December 31, 2011 , advances to the MITCR toward development of the project totaled approximately $12.3 million , primarily to complete the environmental assessment and secure real estate for the project. The advances to the MITCR bear interest at prime plus 2%, and are to be repaid from the proceeds of third-party project financing or from the MITCR’s gaming revenues. In addition, Predecessor agreed to pay approximately $2.2 million of payments upon achieving certain milestones, which will not be reimbursed. Through December 31, 2011 , $50,000 of these payments had been made by Predecessor and were expensed as incurred. In 2009, all amounts that were advanced to the MITCR were written off by Predecessor due to changes in the economic climate which resulted in a revision of the expected potential of the project. Prior to the Effective Date, Predecessor discontinued funding for the development of the facility and the Company anticipates terminating the agreements.

Gun Lake Tribe

We manage the Gun Lake Casino (“Gun Lake”) in Allegan County, Michigan, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. The Gun Lake Casino, which opened in February 2011, is located on approximately 147 acres on U.S, Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,500 slot machines, 28 table games and various dining options.

On November 13, 2003, Predecessor agreed to purchase a 50% interest in MPM, a Michigan limited liability company. On July 31, 2000, MPM entered into development and management agreements with the Gun Lake Tribe, pursuant to which MPM agreed to assist the tribe in developing and operating a gaming and entertainment project to be located in Allegan County, Michigan. The Sixth Amended and Restated Management Agreement dated July 12, 2010 (the “Gun Lake Management Agreement”) has a term of seven years from the opening of the facility and provides for a management fee of 30% of the project’s net income to be paid to MPM. Pursuant to the terms of the MPM operating agreement, the Company’s portion of the management fee is 50% of the first $24 million of management fees earned, 83% of the next $24 million of management fees and 93% of any management fees in excess of $48 million.

MPM is considered a variable interest entity under the provisions of ASC Topic 810, Consolidation (“ASC Topic 810”). Under the terms of the MPM operating agreement, Predecessor was required to provide the majority of MPM’s financing. In addition, based on a qualitative analysis, the Company believes it directs the most significant activities that impact MPM’s economic performance and has the right to receive benefits and the obligation to absorb losses that could potentially be significant to MPM. As a result, the Company is considered the primary beneficiary of MPM as defined in ASC Topic 810 and therefore consolidates MPM in its consolidated financial statements. The creditors of MPM have no recourse to the general credit of the Company, and the assets of MPM may be used only to settle obligations of MPM.

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In accordance with the development agreement, MPM made reimbursable advances to Gun Lake for the development of the project. Approximately $42.8 million of the advances, including principal and accrued interest, were repaid in July 2010 from the proceeds of the project’s third-party financing. At the project’s opening date, $21.3 million in reimbursable development costs remained outstanding, and upon opening of the facility and transfer of the project to the Gun Lake Tribe, this amount was reclassified to Native American notes receivable on Predecessor’s consolidated balance sheet. With the adoption of fresh-start reporting, the carrying value of the note was adjusted to $32.5 million, which represented the estimated fair value of the note. During the Successor period June 17, 2011 through December 31, 2011 , Gun Lake repaid the remaining balance due on the note in full, including principal and accrued interest. Pursuant to the terms of the note, the interest rate was retroactively reduced to prime rate plus 2% as a result of the prepayment of the note within 30 months of the commencement of gaming at the project.

Impairment of Native American Project Costs and Related Capitalized Interest

During the year ended December 31, 2009, the Company determined that a total of $13.0 million in advances and capitalized interest related to the MITCR Native American development agreement was not recoverable, and the carrying value of the project was written down to its fair value, which approximated the fair value of the land. The fair value of the land is included in land held for development in the accompanying consolidated balance sheets. The fair value of the land was estimated using traditional real estate valuation techniques based on Level 3 inputs under ASC Topic 820.

11 .Management Fee Revenue

Station is the managing partner of Barley’s, The Greens and Wildfire Lanes and receives a management fee equal to 10% of EBITDA from these properties. The Company’s management fee revenue also includes fees earned by its 50% owned consolidated investee, MPM, for the management of Gun Lake Casino, which opened February 10, 2011. MPM is a variable interest entity and is required to be consolidated. MPM receives a management fee equal to 30% of Gun Lake’s net income (as defined in the management agreement).

Prior to the Effective Date, STN earned management fees from Barley’s, The Greens, Wildfire Lanes and Gun Lake under the arrangements described above. In addition, STN’s management fee revenue for the years ended December 31, 2010 and 2009 includes fees earned from Thunder Valley, which STN managed on behalf of the United Auburn Indian Community. Under the Thunder Valley management agreement, which expired in June 2010, STN received a management fee equal to 24% of net income (as defined in the management agreement). STN was also the managing partner for Green Valley Ranch and Aliante Station, however, as a result of debt-related cash restrictions at those properties, STN recognized no management fee revenue from those properties during the Predecessor periods.

Management fees are included in net revenues on Station’s consolidated statements of operations, and are recognized when the services have been performed, the amount of the fee is determinable, and collectability is reasonably assured.

12 .Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands):

	Successor		Predecessors
	Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
	December 31, 2011		December 31, 2010
Accrued payroll and related	25,253		$	26,416	$	3,399
Accrued gaming and related	36,342		27,040		5,901
Other accrued expenses and current liabilities	30,567		38,812		6,218
Total accrued expenses and other current liabilities	$	92,162	$	92,268	$	15,518

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13.Notes Payable to Members

Predecessors

Effective January 1, 2009, GVR Predecessor entered into promissory notes totaling $10.0 million payable to its members. The notes accrued interest at an annual rate of 5.0% and matured on January 1, 2011. These notes were subordinate to GVR Predecessor’s senior secured debt and interest rate swaps, and as a result of GVR Predecessor’s default on its senior secured debt and interest rate swaps, the notes and accrued interest thereon were not paid upon maturity and the noteholders received no distributions under the GVR Plan.

14 .Due to Station Casinos, Inc., net

Predecessors

Due to Station Casinos, Inc., net, represents amounts due to STN Predecessor from GVR Predecessor, including management fees and shared services expenses.

GV Ranch Station, Inc., a subsidiary of STN, was the managing member of GVR Predecessor, and subject to certain limitations set forth in the credit documentation governing GVR Predecessor’s senior secured debt, was generally entitled to receive a management fee for its services equal to 2% of GVR Predecessor’s gross revenues (as defined in the Green Valley Ranch Gaming, LLC operating agreement) and approximately 5% of GVR Predecessor’s EBITDA. Management fees incurred by GVR Predecessor totaled approximately $3.1 million, $6.0 million and $6.7 million for the Predecessor period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009, respectively. As a result of the occurrence of certain events of default under GVR Predecessor’s credit facility, it was not permitted to pay any accrued management fees to GV Ranch Station subsequent to December 31, 2009.

In addition, STN provided various shared services to GVR Predecessor such as purchasing, human resources, advertising and information technology, and allocated the costs of the shared services to GVR Predecessor. GVR Predecessor’s expenses related to these shared services totaled approximately $2.4 million, $6.8 million and $7.8 million for Predecessor period January 1, 2011 through June 16, 2011, and for the years ended December 31, 2010 and 2009, respectively. GVR Predecessor also occasionally bought and sold slot machines and other equipment at net book value from STN Predecessor. At December 31, 2010, GVR Predecessor’s amounts payable to STN Predecessor totaled approximately $7.7 million.

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15.Long-term Debt and Liabilities Subject to Compromise

Successor

Long-term debt consists of the following (amounts in thousands):

	Successor
	Station Casinos LLC
	December 31, 2011
Propco Term Loan Tranche B-1, due June 17, 2016, interest at a margin above LIBOR or base rate (3.30% at December 31, 2011), net of unamortized discount of $25.0 million	$	169,952
Propco Term Loan Tranche B-2, due June 17, 2016, interest at a margin above LIBOR or base rate (4.30% at December 31, 2011), net of unamortized discount of $77.7 million	668,520
Propco Term Loan Tranche B-3, due June 17, 2016, interest at a margin above LIBOR or base rate (2.37% at December 31, 2011), net of unamortized discount of $123.6 million (a)	501,369
Propco Revolver due June 17, 2016, interest at a margin above LIBOR or base rate (3.86% at December 31, 2011), net of unamortized discount of $7.9 million	71,010
Opco Term Loan, due June 17, 2016, interest at a margin above LIBOR or base rate (3.29% at December 31, 2011), net of unamortized discount of $42.6 million	344,763
Opco Revolver, due June 17, 2016, interest at a margin above LIBOR or base rate (5.25% at December 31, 2011)	3,600
GVR First Lien Term Loan, due June 17, 2016, interest at a margin above LIBOR or base rate (6.25% at December 31, 2011)	206,425
GVR First Lien Revolver, due June 17, 2016, interest at a margin above LIBOR or base rate (7.00% at December 31, 2011)	4,200
GVR Second Lien Term Loan, due June 17, 2017, interest at a margin above LIBOR or base rate (10.00% at December 31, 2011)	90,000
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.80% at December 31, 2011), net of unamortized discount of $17.5 million	88,950
Other long-term debt, weighted-average interest of 3.95% at December 31, 2011, maturity dates ranging from 2012 to 2027	46,438
Total long-term debt	2,195,227
Current portion of long-term debt	(16,380		)
Total long-term debt, net	$	2,178,847

(a) Effective January 3, 2012, the Tranche B-3 term loan was converted to fixed rate senior notes at the election of the lenders.

Effective June 17, 2011, the Company and its subsidiaries entered into:

·A new credit agreement (the “Propco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, the other lender parties thereto (collectively, the “Mortgage Lenders”), consisting of a term loan facility in the principal amount of $1.575 billion and a revolving credit facility in the amount of $125 million; and

·A new credit agreement (the “Opco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties there to, consisting of approximately $436 million in aggregate principal amount of term loans and a revolving credit facility in the amount of $25 million; and

·An amended and restated credit agreement (the “Restructured Land Loan”) with the Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders (the “Land Loan Lenders”), consisting of a term loan facility with a principal amount of $105 million; and

·A new first lien credit agreement with Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders (collectively, the “GVR Lenders”), consisting of a revolving credit facility in the amount of $10 million (the “GVR First Lien Revolver”) and a term loan facility in the amount of $215 million (the “GVR First Lien Term Loan and together with the GVR First Lien Revolver, the “GVR First Lien Credit Agreement”), and a new second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the “GVR Second Lien Term Loan” and together with the GVR First Lien Credit Agreement, the “GVR Credit Agreements”).

The Propco Credit Agreement, Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the “Credit Agreements”. The Credit Agreements contain a number of covenants that impose

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significant operating and financial restrictions on the Company, including restrictions on the Company and its subsidiaries’ ability to, among other things: (a) incur additional debt or issue certain preferred units; (b) pay dividends on or make certain redemptions, repurchases or distributions in respect of the Company’s membership interests or make other restricted payments; (c) make certain investments; (d) sell certain assets; (e) create liens on certain assets; (f) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (g) enter into certain transactions with its affiliates. In addition, the Credit Agreements contain certain financial covenants, including minimum interest coverage ratio, total leverage ratio and maximum capital expenditures.

The Credit Agreements also contain certain events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act events; material judgments; and a change of control.

Propco Credit Agreement

As of the Effective Date, the Company, as borrower, entered into the Propco Term Loan and the Propco Revolver. The Propco Term Loan originally had three tranches: Tranche B-1 in the principal amount of $200 million, Tranche B-2 in the principal amount of $750 million and Tranche B-3 in the principal amount of $625 million. The initial maturity date of the loans made under the Propco Credit Agreement is on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of an extension fee equal to 1.00% of the outstanding principal amount of the term loans, plus the revolving credit commitments, for each extension, and pro forma compliance with total leverage and interest coverage ratios. Effective January 3, 2012, the lenders elected (a) to fix the interest rate on the Tranche B-3 loan, and (b) to exchange all of such fixed rate Tranche B-3 loans for senior unsecured notes in a form suitable for resale under Rule 144A of the Securities Act of 1933, as amended (the “Senior Notes”). See the Senior Notes section below for additional information.

Interest accrues on the principal balance of the outstanding amounts under the Tranche B-1 loans at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% in the sixth year if the Company elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if the Company elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Interest accrues on the Tranche B-2 loan at a rate per annum, as selected by the Company of not more than LIBOR plus 4.00% or base rate plus 3.00%. Interest accrues on the principal balance of the outstanding amounts under the Propco Revolver at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00%. Additionally, the Company is subject to a fee of 0.50% for the unfunded portion of the Propco Revolver. The Company is required to hedge 50% of the outstanding principal balance of the term loans for a period of no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, the Company entered into a floating-to-fixed interest rate swap with a notional amount of $850 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the Company pays a fixed rate of approximately 1.29% and receive one-month LIBOR. (See Note 16 —Derivative Instruments).

The Propco Credit Agreement contains certain financial and other covenants, including a total leverage ratio and a minimum interest coverage ratio in each case with testing beginning with the fiscal quarter ending December 31, 2012. The Propco Credit Agreement also limits capital expenditures. The Company is in compliance with all Propco Credit Agreement covenants as of December 31, 2011. The Company is not required to make principal payments prior to maturity of the Propco Credit Agreement other than (a) quarterly payments of an amount equal to 0.25% of the aggregate principal amount of the Tranche B-1 and Tranche B-2 loans outstanding on the Effective Date, (b) prepayments of the Tranche B-1 loans (and Tranche B-2 loans after Tranche B-1 has been paid in full) of 75% of excess cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 6.00:1.00, 50% of excess cash flow if the total leverage ratio is less than 6.00:1.00 but greater than or equal to 4.00:1.00, or 25% if the total leverage ratio is less than 4.00:1.00; (c) prepayments with proceeds of certain asset sales, events of loss, incurrence of debt and equity issuances, and (d) prepayments of the Propco Revolver of unrestricted cash in excess of $15 million (which do not permanently reduce the revolving loan commitment).

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The Propco Credit Agreement is guaranteed by all subsidiaries of the Company except its unrestricted subsidiaries. The Propco Credit Agreement is secured by a pledge of the Company’s equity (including equity held by Station Holdco and Station Voteco in the Company), together with all tangible and intangible assets of the Company and its restricted subsidiaries, including a pledge by the Company of the stock of NP Opco Holdings LLC, GVR Holdco 3 LLC, CV PropCo, LLC, and NP Landco Holdco LLC.

Senior Notes

Effective January 3, 2012, the Mortgage Lenders elected (a) to fix the interest rate on the Tranche B-3 loan, and (b) to exchange all of such fixed rate Tranche B-3 loan for the Senior Notes. Interest accrues on the Senior Notes at an initial annual rate of 3.65%, increasing to 3.66% on June 16, 2012, 3.67% on June 16, 2013, 4.87% on June 16, 2014, 7.2% on June 16, 2016 and 9.54% on June 16, 2017. To the extent the Company has not repaid the Senior Notes, it will be required to pay a duration fee equal to 1% of the then outstanding aggregate principal amount of the Senior Notes on June 17, 2016 and June 19, 2017. The Senior Notes are guaranteed by the Company’s restricted subsidiaries that are guarantors under the Propco Credit Agreement, which are the Company’s subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC. The Senior Notes are redeemable at any time after December 31, 2012 at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, and the Company is required to offer to purchase the notes at 100% of the principal amount plus accrued interest thereon in the event of certain change of control transactions and with certain proceeds of asset sales.

The indenture governing the Senior Notes contains certain financial and other covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to make restricted payments or investments, incur additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Senior Notes or the guarantees, create liens, transfer and sell assets, merge, consolidate or dispose of substantially all of their assets, enter into certain transactions with affiliates, engage in lines of business other than their core business and related businesses, and create restrictions on dividends and other payments by the restricted subsidiaries.

Opco Credit Agreement

As of the Effective Date, a subsidiary of the Company, NP Opco LLC (“Opco”), as borrower, entered into the Opco Credit Agreement consisting of (a) a term loan facility in the principal amount of approximately $435.7 million (the “Opco Term Loan”), and (b) a revolving credit facility in the maximum amount of $25 million, the availability of which is subject to standard continuing conditions (the “Opco Revolver”). Opco has the option, after the first anniversary of the Effective Date, to solicit lending commitments to increase the amount of the Opco Revolver by up to an additional $25 million. The initial maturity date is the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of a 1% extension fee for each extension, and pro forma compliance with total leverage and interest coverage ratios. Interest accrues on the principal balance of loans at the rate per annum, as selected by Opco, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if Opco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if Opco elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Additionally, Opco is subject to a fee of 0.50% for the unfunded portion of the Opco Revolver. Opco is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, Opco entered into a floating-to-fixed interest rate swap with a notional amount of $260.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, Opco pays a fixed rate of approximately 1.34% and receive one-month LIBOR (See Note 16—Derivative Instruments).

The Opco Credit Agreement contains certain financial and other covenants. These include a maximum total leverage ratio and a minimum interest coverage ratio, which covenants commence on the earlier of 18 months after the Effective Date or the date on which aggregate investments by Opco deemed to have been made due to the designation of restricted subsidiaries as unrestricted subsidiaries exceed $10 million. The Opco Credit Agreement also limits capital expenditures. The Company is in compliance with all Opco Credit Agreement covenants as of December 31, 2011. Opco is not required to make principal payments prior to the maturity of the Opco Credit Agreement other than (a) quarterly payments of $663,768 for application to the Opco Term Loan, (b) commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess

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cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 3.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 3.50:1.00 but greater than or equal to 2.50:1.00, or 25% if the total leverage ratio is less than 2.50:1.00; (c) prepayments with proceeds of certain asset sales, reimbursements of investments, events of loss, incurrence of debt and equity issuances; and (d) prepayments of the Opco Revolver of unrestricted cash in excess of $7.5 million (which do not permanently reduce the revolving loan commitment).

The Opco Credit Agreement is guaranteed by NP Opco Holdings LLC (“Opco Holdings”) and all subsidiaries of Opco except unrestricted subsidiaries. The Opco Credit Agreement is secured by a pledge of Opco equity, together with all tangible and intangible assets of Opco Holdings, Opco and its subsidiaries (other than property of unrestricted subsidiaries and subject to limitations required by applicable gaming laws).

Restructured Land Loan

As of the Effective Date, an indirect wholly owned subsidiary of the Company, CV PropCo, LLC (“CV Propco”), as borrower, entered into the Restructured Land Loan in the principal amount of $105 million. The initial maturity date of the Restructured Land Loan is June 16, 2016. Interest accrues on the principal balance at the rate per annum, at the option of the Company of LIBOR plus 3.50% or base rate plus 2.50% for the first five years; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if CV Propco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% in the seventh year if CV Propco elects to exercise the second optional extension of the maturity of the loans. All interest on the Restructured Land Loan will be paid in kind for the first five years. CV Propco has two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to 1.00% extension fee for each year, a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. Interest accruing in the sixth and seventh years shall be paid in cash. There is no scheduled minimum amortization prior to final stated maturity, but the Restructured Land Loan is subject to mandatory prepayments with excess cash and, subject to certain exceptions, with casualty or condemnation proceeds. The Restructured Land Loan is guaranteed by NP Tropicana LLC (an indirect subsidiary of the Company), NP Landco Holdco LLC (a subsidiary of the Company and parent of CV Propco and NP Tropicana LLC) and all subsidiaries of CV Propco and secured by a pledge of CV Propco and NP Tropicana LLC equity and all tangible and intangible assets of NP Tropicana LLC, NP Landco Holdco LLC and CV Propco and its subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding the Wild Wild West Gambling Hall and Hotel (“Wild Wild West”), and the leasehold interest in the land on which the Wild Wild West is located. The land carry costs of CV Propco are supported by the Company under a limited support agreement and recourse guaranty (the “Limited Support Agreement”) that provides for a guarantee from the Company to the Land Loan Lenders of: (a) the net operating costs of CV Propco and NP Tropicana LLC, including (i) timely payment of all capital expenditures, taxes, insurance premiums, other land carry costs and indebtedness (excluding debt service for the Restructured Land Loan) payable by CV Propco and (ii) rent, capital expenditures, taxes, management fees, franchise fees, maintenance, operations and ownership payable by NP Tropicana LLC; and (b) certain recourse liabilities of CV Propco and NP Tropicana LLC under the Restructured Land Loan, including, without limitation, payment and performance of the Restructured Land Loan in the event any of CV Propco, NP Landco Holdco LLC or NP Tropicana LLC files or acquiesces in the filing of a bankruptcy petition or similar legal proceeding. As part of the consideration for the Land Loan Lenders’ agreement to enter into the Restructured Land Loan, CV Propco and NP Tropicana LLC issued warrants to the Land Loan Lenders (or their designees) for up to 60% of the outstanding equity interests of each of CV Propco and NP Tropicana LLC exercisable for a nominal exercise price commencing on the earlier of (i) the date that the Restructured Land Loan is repaid, (ii) the date CV Propco sells any land to a third party, and (iii) the fifth anniversary of the Restructured Land Loan.

GVR Credit Agreements

As of the Effective Date, Station GVR Acquisition, LLC, as borrower (“GVR Borrower”), entered into the GVR First Lien Credit Agreement which consists of a $10 million revolving credit facility (the “GVR Revolver”) and a $215 million term loan (the “GVR First Lien Term Loan” and together with the GVR Revolver, the “GVR First Lien Loan”) and the GVR Second Lien Credit Agreement consisting of a $90 million term loan (the “GVR Second Lien Loan” and together with the GVR First Lien Loan, the “GVR Loans”). The maturity date of the GVR First Lien Loan is the fifth anniversary of the Effective Date and the maturity date of the GVR Second Lien Loan is the sixth anniversary of the Effective Date. The GVR First Lien Term Loan has scheduled quarterly minimum amortization payments in the amount of 1% per annum. There are no scheduled minimum amortization payments of the second lien term loan prior to final stated maturity. The GVR Loans are subject to customary mandatory prepayments, including sale of equity or issuance of debt and commencing with the fiscal year ended December 31,

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2011, annual prepayments of 75% of excess cash flow if the total leverage ratio is equal to or greater than 4.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 4.50:1.00, in each case, to maintenance of minimum liquidity of $3 million. Interest accrues on the GVR First Lien Loan at the rate per annum, at the option of the Company of LIBOR plus 4.75% with a 1.50% LIBOR floor or base rate plus 3.75% with a 2.50% base rate floor and interest accrues on the GVR Second Lien Loan at the rate per annum, at the option of the Company of LIBOR plus 8.50% with a 1.50% LIBOR floor or a base rate plus 7.50% with a 2.50% base rate floor. The GVR Borrower is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than two years from the date of entry into the applicable swap. Pursuant to this requirement, the GVR Borrower entered into a floating-to-fixed interest rate swap with a notional amount of $228.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the GVR Borrower pays a fixed rate of approximately 2.03% and receives one-month LIBOR, subject to a minimum of 1.50% (See Note 16—Derivative Instruments).

The GVR Credit Agreements contain certain financial and other covenants including a maximum total leverage ratio and a fixed charge coverage ratio. The GVR Credit Agreements also limits capital expenditures. The GVR Loans are guaranteed by all subsidiaries of GVR Borrower and its immediate parent company, GVR Holdco 1 LLC (“GVR Holdco”) and is secured by first lien and second lien pledges of GVR Borrower equity, together with first and second priority liens on all tangible and intangible assets of GVR Holdco and its subsidiaries that may be pledged as collateral pursuant to applicable law. At December 31, 2011, the GVR Borrower is in compliance with all covenants related to the GVR Credit Agreements.

Corporate Office Lease

On the Effective Date, we assumed STN’s lease agreement related to the corporate office building, which STN had entered into in 2007 pursuant to a sale-leaseback arrangement with a third-party real estate investment firm. The lease had an initial term of 20 years with four options to extend the lease, each option for an extension of five years. The lease also contains two options for the Company to repurchase the corporate office building, one option at the end of the fifth year of the original lease term and a second option at the end of the tenth year of the original lease term, which is considered continuing involvement under the authoritative guidance for accounting for sale-leaseback transactions involving real estate. Because of this continuing involvement, the sale-leaseback transaction is being accounted for as a financing transaction,. Upon the adoption of fresh-start reporting, the estimated fair value of the corporate office building was recorded within property and equipment, net on the Company’s consolidated balance sheet, and an offsetting liability was recorded as a component of other long-term debt. The corporate office building is being depreciated according to Station’s policy, and the lease payments are recognized as principal and interest payments on the long-term debt. The lease payment in effect during the Successor period June 17, 2011 through December 31, 2011 was $2.9 million on an annualized basis, which will increase by approximately 1.25% annually to approximately $3.8 million in the final year of the original term. Minimum lease payments related to this lease for the years ended December 31, 2012, 2013, 2014, 2015 and 2016, respectively, are approximately, $3.0 million, $3.1 million, $3.2 million, $3.3 million and and $3.3 million. During the Successor period June 17, 2011 through December 31, 2011, the Company recorded interest expense of $0.8 million related to this lease.

Scheduled principal maturities of the Company’s long-term debt for each of the next five years and thereafter as of December 31, 2011 are as follows (amounts in thousands):

Years ending December 31,
2012	$	16,380
2013	16,827
2014	16,802
2015	16,962
2016	2,388,788
Thereafter	33,871
	$	2,489,630

Borrowing Availability

At December 31, 2011, the Company’s borrowing availability was $38.0 million under the Propco Credit Agreement, $17.9 million under the Opco Credit Agreement, and $5.8 million under the GVR Credit Agreement.

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STN Predecessor

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
CMBS mortgage loan and related mezzanine financings, due November 12, 2009, interest at a margin above LIBOR (5.8% at December 31, 2010) (a)	$	2,475,000
Land Loan, due February 7, 2011, interest at a margin above LIBOR or the Alternate Base Rate (8.5% at December 31, 2010)	242,032
Revolver, due August 7, 2012, interest at a margin above the Alternate Base Rate or the Eurodollar Rate (5.2% at December 31, 2010) (a)	631,107
Term Loan, due August 7, 2012, interest at a margin above the Alternate Base Rate or the Eurodollar Rate (4.9% at December 31, 2010) (a)	242,500
6% senior notes, interest payable semi-annually, principal due April 1, 2012, callable April 1, 2009 (a)	450,000
73/4% senior notes, interest payable semi-annually, principal due August 15, 2016, callable August 15, 2011 (a)	400,000
61/2% senior subordinated notes, interest payable semi-annually, principal due February 1, 2014, callable February 1, 2010 (a)	442,000
67/8% senior subordinated notes, interest payable semi-annually, principal due March 1, 2016, callable March 1, 2010 (a)	660,000
65/8% senior subordinated notes, interest payable semi-annually, principal due March 15, 2018, callable March 15, 2011 (a)	300,000
Other long-term debt, weighted-average interest of 5.7% at December 31, 2010, maturity dates ranging from 2010 to 2027 (a)	79,116
Total long-term debt	5,921,755
Current portion of long-term debt	(242,366		)
Long-term debt subject to compromise (a)	(5,670,730		)
Total long-term debt, net	$	8,659

(a)Certain long-term debt was subject to compromise as a result of the Chapter 11 Case and was classified as liabilities subject to compromise in the accompanying consolidated balance sheet as of December 31, 2010 as described below.

CMBS Loans

In connection with STN’s merger transaction, on November 7, 2007, a number of wholly owned unrestricted direct and indirect subsidiaries of Predecessor (collectively, the “CMBS Borrower”) entered into a mortgage loan and related mezzanine financings in the aggregate principal amount of $2.475 billion (the “CMBS Loans”), for the purpose of financing the merger consideration payable to Predecessor’s stockholders upon consummation of the merger and paying fees and expenses incurred in connection with the merger. The CMBS Loans were secured by substantially all fee and leasehold real property comprising Palace Station, Boulder Station, Sunset Station and Red Rock (collectively, the “CMBS Property”).

Land Loan

On February 7, 2008, CV Propco, a wholly owned, indirect unrestricted subsidiary of STN Predecessor, as borrower, entered into a $250 million delay-draw term loan which was collateralized by land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding Wild Wild West in Las Vegas, Nevada (the “Land Loan”). The Land Loan contains no principal amortization and matured on February 7, 2011. At closing, $200 million was drawn with the remaining $50 million drawn in June 2008. The proceeds were used to fund a distribution to Predecessor, establish an interest reserve and pay transaction expenses. Borrowings under the Land Loan bore interest at LIBOR plus 5.5% per annum or at the Alternate Base Rate (as defined in the Land Loan) plus 3.5% per annum, which included an additional 2% default rate, at the borrower’s election. The borrower was required to hedge the interest rate such that LIBOR would not exceed 6.5%. As a result, the borrower entered into two interest rate swap agreements with notional amounts of $200 million and $50 million in which the

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borrower paid a fixed LIBOR rate of 3.0% and 3.7%, respectively, and received one-month LIBOR. These interest rate swaps were early terminated in November 2009.

Credit Facility

In connection with its merger transaction in November 2007, STN, as borrower, entered into a $900 million senior secured credit agreement (the “Credit Facility”) consisting of a $650 million revolving facility (the “Revolver”) and a $250 million term loan (the “Term Loan”). The maturity date for both the Term Loan and the Revolver was August 7, 2012 subject to a single 15-month extension (as further defined in the Credit Facility). The Term Loan required quarterly principal payments of $625,000. The Revolver contained no principal amortization. Borrowings under the Credit Facility bore interest at a margin above the Alternate Base Rate or the Eurodollar Rate (each as defined in the Credit Facility), as selected by STN. The margin above such rates, and the fee on the unfunded portions of the Revolver, varied quarterly based on STN’s total debt to Adjusted EBITDA (as defined in the Credit Facility).

Senior and Senior Subordinated Notes

The indentures (the “Indentures”) governing STN’s $2.3 billion in aggregate principal amount of Senior and Senior Subordinated Notes contained certain customary financial and other covenants, which limited STN’s ability to incur additional debt.

Beginning on February 1, 2009, STN ceased making schedule interest payments on the Senior and Senior Subordinated Notes, resulting in an event of default under the indentures governing such indebtedness. As a result of the filing of the Chapter 11 Case, the Senior and Senior Subordinated Notes were accelerated and were due and payable, subject to the bankruptcy stay.

Liabilities Subject to Compromise

Under bankruptcy law, actions by creditors to collect upon liabilities of the Debtors incurred prior to the Petition Date are stayed and certain other pre-petition contractual obligations were not be enforceable against the Debtors without approval of the Bankruptcy Court. In accordance with ASC Topic 852, these liabilities were classified as liabilities subject to compromise in the Predecessor’s consolidated balance sheet as of December 31, 2010, and were adjusted to the expected amount of the allowed claims. The expected amount of the allowed claims for certain liabilities subject to compromise differed from their prepetition carrying amounts mainly as a result of the write-off of approximately $185.7 million in debt discounts during the year ended December 31, 2009 and the reversal of approximately $88.6 million in nonperformance risk adjustments that had previously been included in the pre-petition fair values of the interest rate swap liabilities in accordance with ASC Topic 820. Adjustments to the claims may result from negotiations, payments authorized by the Bankruptcy Court, interest accruals, or other events. As of December 31, 2010, certain pre-petition liabilities included in liabilities subject to compromise had been reduced or increased as a result of the payment of certain accounts payable and notes payable as allowed by the court, and as a result of non-cash adjustments of the expected amount of the allowed claims related to interest rate swap liabilities. In addition, during the year ended December 31, 2010, a $6.2 million settlement liability related to a pre-petition litigation matter was recorded. Liabilities subject to compromise were subject to the treatment set forth in the SCI Plan and are classified separately from long-term obligations and current liabilities on the accompanying consolidated balance sheet as of December 31, 2010.

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At December 31, 2010, liabilities subject to compromise consisted of the following (in thousands):

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
CMBS mortgage loan and related mezzanine financings	$	2,475,000
Revolver and term loan	873,607
6% senior notes	450,000
73/4% senior notes	400,000
61/2% senior subordinated notes	442,000
67/8% senior subordinated notes	660,000
65/8% senior subordinated notes	300,000
Other long-term debt	70,123
Interest rate swaps	144,003
Accrued interest	143,854
Payroll and related liabilities	30,258
Accounts payable and other liabilities	8,976
Total liabilities subject to compromise	$	5,997,821

Interest Expense

In accordance with ASC Topic 852, interest expense was recognized only to the extent that it was expected to be paid during the bankruptcy proceeding or that it was probable that it would be an allowed claim. Prior to the Effective Date, Predecessor did not accrue interest for the senior notes, the senior subordinated notes or the mezzanine financings. As a result, post-petition interest expense was lower than pre-petition interest expense. The write-off of debt discounts and deferred debt issue costs related to liabilities subject to compromise also reduced post-petition interest expense as there were no longer any non-cash amortization charges related to those items.

GVR Predecessor

Long-term debt of GVR Predecessor consists of the following (amounts in thousands):

	GVR Predecessor
	Green Valley Ranch Gaming, LLC
	December 31, 2010
Senior secured first lien term loan, interest at a margin above the Base Rate or LIBOR (6.0% at December 31, 2010) (a)	$	514,875
Senior secured second lien term loan, interest at a margin above the Base Rate or LIBOR (7.25% at December 31, 2010) (a)	250,000
Note payable to City of Henderson for local improvement taxes, payable semi-annually through August 1, 2018, interest at 6.65%	1,867
Total long-term debt	766,742
Current portion of long-term debt	(765,047		)
Total long-term debt, net	$	1,695

(a)Interest rates include an additional 2.0% default rate.

GVR Predecessor’s long-term debt includes a first lien term loan due February 2014 (the “First Lien”) and a second lien term loan due August 2014 (the “Second Lien”), collectively, the “GVR Credit Facility”. The First Lien provided for quarterly principal payments of approximately $1.4 million, which began on June 30, 2007, and contained certain financial and other covenants, including the maintenance of Consolidated Coverage Ratios and Leverage Ratios, as defined. Borrowings under the First Lien and Second Lien bear interest at a margin above the Base Rate or LIBOR, as defined. The Credit Facility was secured by substantially all of the assets of GVR Predecessor.

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In February 2010, GVR Predecessor did not make a required payment on its interest rate swap and as a result, an event of default occurred under the First Lien and Second Lien components of the GVR Credit Facility. In addition, as a consequence of GVR Predecessor’s failure to timely make the required payment on the swap, the counterparty terminated such swap effective March 16, 2010, which resulted in an additional event of default under the First Lien and Second Lien components of the GVR Credit Facility on such date. Moreover, during 2010 GVR Predecessor failed to make required principal and interest payments in the amount of $5.5 million and $43.0 million, respectively on the First Lien and Second Lien components of the GVR Credit Facility. As a result, additional events of default occurred under the First Lien and Second Lien components of the GVR Credit Facility. The foregoing events of default had not been cured as of December 31, 2010 and as a result of the foregoing, GVR Predecessor was in default under the GVR Credit Facility and, accordingly, classified the debt thereunder as current in its balance sheet at December 31, 2010.

16.        Derivative Instruments

Successor

The Company’s objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as a primary part of its cash flow hedging strategy. The Company’s interest rate swaps utilized as cash flow hedges involve the receipt of variable-rate payments in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company does not use derivative financial instruments for trading or speculative purposes and has no derivative instruments that are not designated in hedging relationships.

In July 2011, the Company entered into three floating-to-fixed interest rate swaps with initial notional amounts totaling $1.3 billion which effectively convert a portion of its floating-rate debt to fixed rates. Under the terms of the swap agreements, the Company pays fixed rates ranging from 1.29% to 2.03% and receives variable rates based on one-month LIBOR (subject to a minimum of 1.50% for one swap with an initial notional amount of $228.5 million). The agreements terminate in 2015, and the notional amounts decrease over the life of the arrangements. The Company designated these interest rate swaps as cash flow hedges in accordance with the accounting guidance in ASC Topic 815. As of December 31, 2011, the Company had not posted any collateral related to these agreements, however the Company’s obligations under the swaps are subject to the security and guarantee arrangements applicable to the related credit agreements.

Each swap agreement contains cross-default provisions under which the Company could be declared in default on its obligations under such agreement if certain conditions of default exist on the related Credit Agreement. As of December 31, 2011, the termination value of the interest rate swaps was a net liability of $23.4 million which represents the amount the Company could have been required to pay to settle the obligations had it been in breach of the provisions of the swap arrangements.

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in other comprehensive income (loss) are reclassified as an adjustment to interest expense. Gains or losses on any ineffective portion of derivative instruments in cash flow hedging relationships would be recorded as a component of other income or expense in the consolidated statements of operations. At December 31, 2011, the Company’s hedges had no ineffectiveness.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of December 31, 2011 (amounts in thousands):

	Balance sheet classification	Fair value
Derivatives designated as hedging instruments:
Interest rate swaps	Other long-term liabilities	$	20,047

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The table below presents the effect of the Company’s derivative financial instruments on the consolidated statement of operations for the Successor period June 17, 2011 through December 31, 2011 (amounts in thousands):

Derivatives in Cash	Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)		Location of Loss Reclassified from Accumulated Other Comprehensive Income	Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)		Location of Gain or (Loss) on Derivatives Recognized in Income (Ineffective Portion and	Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Flow Hedging Relationships	Period June 17, 2011 Through December 31, 2011		into Income (Effective Portion)	Period June 17, 2011 Through December 31, 2011		Amount Excluded from Effectiveness Testing)	Period June 17, 2011 Through December 31, 2011
Interest rate swaps	$	25,546	Interest expense, net	$	5,499	Change in fair value of derivative instruments	$	—

Approximately $9.2 million of the deferred losses included in accumulated other comprehensive loss on the Company’s consolidated balance sheet at December 31, 2011 is expected to be reclassified into earnings during the next 12 months.

Predecessors

The Predecessors used derivatives to add stability to interest expense and to manage exposure to interest rate movements or other identified risks. To accomplish this objective, the Predecessors primarily used interest rate swaps and interest rate caps as part of their cash flow hedging strategies. The Predecessors did not use derivative financial instruments for trading or speculative purposes.

On January 24, 2011, STN’s floating-to-fixed interest rate swap with a notional amount of $250 million matured. This interest rate swap was not designated as a hedging instrument and as a result, gains or losses resulting from the change in fair value of this swap were recognized in earnings in the period of the change. STN paid a fixed rate of approximately 3.0% and received one-month LIBOR on this interest rate swap.

During 2009 and 2010, several derivative instruments were early terminated by STN and its 50% owned joint ventures including GVR Predecessor. In certain instances these early terminations resulted in balance sheet adjustments and in reclassifications of deferred losses, net of tax, from accumulated other comprehensive income (loss) into operations.

As of December 31, 2009, GVR Predecessor had a floating-to-fixed interest rate swap with a notional amount of $420.0 million. As a consequence of GVR Predecessor’s default on its senior debt, the counterparty terminated the swap effective March 16, 2010 in accordance with the terms of the documentation governing the swap. As a result, GVR Predecessor reclassified the remaining $6.1 million of deferred losses related to this swap from accumulated other comprehensive income into earnings during the first quarter of 2010. The termination settlement amount of approximately $51.7 million was accrued and is reflected as a current liability in GVR Predecessor’s balance sheet at December 31, 2010.

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Predecessors’ activity in deferred gains (losses) on derivatives included in accumulated other comprehensive income (loss) is as follows (amounts in thousands):

	Predecessors
	Period January 1, 2011 Through June 16, 2011		December 31, 2010			December 31, 2009
STN Predecessor
Deferred losses on derivatives included in accumulated other comprehensive loss, beginning balance	$	—	$	(1,985	)	$	(8,414	)
Gains (losses) recognized in other comprehensive loss on derivatives (effective portion), net of tax	—		—			1,286
Losses reclassified from other comprehensive income into income (effective portion) in change of fair value of derivative instruments	—		—			3,152
Losses reclassified from other comprehensive income into income as a result of the discontinuance of cash flow hedges because it is probable that the original forecasted transactions will not occur	—		1,985			1,991
Deferred losses on derivatives included in accumulated other comprehensive loss, ending balance	$	—	$	—		$	(1,985	)
GVR Predecessor
Deferred losses on derivatives included in accumulated other comprehensive income (loss), beginning balance	$	—	$	(6,108	)	$	(12,630	)
Losses reclassified from other comprehensive income (loss) into operations as a result of the discontinuance of cash flow hedges because it is probable that the original forecasted transactions will not occur	—		6,108			6,522
Deferred losses on derivatives included in accumulated other comprehensive income (loss), ending balance	$	—	$	—		$	(6,108	)

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Presented below are the effects of derivative instruments on the Predecessors’ statements of operations (amounts in thousands):

	Predecessors
	Period January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009
STN Predecessor:
Amounts included in change in fair value of derivative instruments:
Gains (losses) from interest rate swaps	$	397	$	—		$	28,019
Losses from interest rate cap	—		(42		)	(121		)
Net gains (losses) for derivatives not designated as hedging instruments	397		(42		)	27,898
Losses reclassified from other comprehensive income into income (effective portion)	—		—			(1,501		)
Losses reclassified from accumulated other comprehensive income into income as a result of the discontinuance of cash flow hedges because it is probable that the original forecasted transactions will not occur	—		—			(2,668		)
Total derivative gains (losses) included in change in fair value of derivative instruments	397		(42		)	23,729
Amounts included in reorganization items:
Losses from interest rate swaps	—		(2,607		)	(80,790		)
Amounts included in interest and other expense from joint ventures:
Gains (losses) for derivatives not designated as hedging instruments	—		(22,221		)	7,936
Losses reclassified from other comprehensive income into income (effective portion)	—		(386		)	(3,348		)
Losses reclassified from accumulated other comprehensive income into income as a result of the discontinuance of cash flow hedges because it is probable that the original forecasted transactions will not occur	—		(2,667		)	(394		)
Total derivative gains (losses) included in interest and other expense from joint ventures	—		(25,274		)	4,194
Total derivative losses included in consolidated statements of operations	397		(27,923		)	(52,867		)
GVR Predecessor:
Amounts included in change in fair value of derivative instruments:
Losses from interest rate swaps not designated as hedging instruments	—		(44,442		)	21,410
Losses reclassified from accumulated other comprehensive income (loss) into operations (effective portion)	—		(6,108		)	(6,522		)
Total derivative losses included in statements of operations	$	—	$	(50,550	)	$	14,888

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The difference between amounts received and paid under Predecessors’ interest rate swap agreements, as well as any costs or fees, was recorded as an addition to, or reduction of, interest expense as incurred over the life of the interest rate swaps. In addition, subsequent to the termination of its swap, GVR Predecessor recognized interest expense at the rate of one-month LIBOR plus 1% on the unpaid termination settlement amount, and the unpaid accrued interest on the terminated swap bore interest in accordance with the terms of the documentation governing the swap. Interest payable on GVR Predecessor’s terminated swap totaled $5.4 million at December 31, 2010 which is included in accrued interest payable in GVR Predecessor’s balance sheet. The following table shows the net effect of derivative instruments on Predecessors’ interest and other expense and STN’s proportionate share of the net effect of interest rate swaps of its 50% owned joint ventures (amounts in thousands):

	Predecessors
	Period January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009
STN Predecessor:
Increase in interest expense	$	487	$	7,011	$	77,479
Increase in interest and other expense from joint ventures	211		27,277		10,565
	$	698	$	34,288	$	88,044
GVR Predecessor:
Increase in interest and other expense	$	325	$	3,672	$	24,646

The fair values of outstanding derivative instruments were reflected in Predecessors’ balance sheets as follows at December 31, 2010 (amounts in thousands):

	Predecessors
Balance Sheet Classification	Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Derivatives not designated as hedging instruments:
Interest rate swaps (a):
Liabilities subject to compromise	$	144,003	$	—
Accrued expenses and other current liabilities	9,334		51,686
Total liability derivatives	$	153,337	$	51,686

(a)Includes termination settlement amounts for interest rate swaps that were early terminated.

17.        Commitments and Contingencies

Leases

Boulder Station Lease

The Company leases 27 acres of land on which a portion of Boulder Station is located under a ground lease which was assumed in the Restructuring Transactions. The Company leases this land from KB Enterprises, a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust (the “Related Lessor”). Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III, a member of the Company’s Board of Managers, Chief Executive Officer and President and Lorenzo J. Fertitta, a member of the Company’s Board of Managers. The lease has a maximum term of 65 years, ending in June 2058. The lease provides for monthly payments of $222,933 through May 2018. In June 2013 and every ten years thereafter, the rent will be adjusted to the product of the fair market value of the land and the greater of (i) the then prevailing annual rate of return for comparably situated property or (ii) 8% per year. In no event will the rent for any period be less than the immediately preceding period. In June 2018, and every ten years thereafter, the rent will be adjusted by a cost of living factor. Pursuant to the ground lease, the Company has an option to purchase the land at fair market value, exercisable at five-year intervals with the next option in June 2013. The Company’s leasehold interest in the property is subject to a lien to secure borrowings under the Credit Agreements.

Texas Station Lease

The Company has a ground lease for 47 acres of land on which Texas Station is located which was assumed in the Restructuring Transactions. The Company leases this land from Texas Gambling Hall & Hotel, Inc., a company owned by the Related Lessor. The lease has a maximum term of 65 years, ending in July 2060. The lease provides for monthly rental payments of $337,417 with scheduled adjustments on August 1, 2015 and every ten years thereafter, to the product of the fair market value of the land and the greater of (i) the then prevailing annual rate of return being realized for owners of comparable land in Clark County or (ii) 8% per year. In July 2015, and every ten years thereafter, the rent will be adjusted by a cost of living factor. In no event will the rent for any period be less than the immediately preceding period. Pursuant to the ground

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lease, the Company has an option to purchase the land at fair market value, exercisable at five-year intervals with the next option in May 2015. The Company’s leasehold interest in the property is subject to a lien to secure borrowings under the Credit Agreements.

Wild Wild West Lease

The Company assumed STN Predecessor’s lease and purchase agreement on the 19-acre parcel of land on which the Wild Wild West is located. The significant terms of the agreement include (i) a rent adjustment in July 2013 and every three years thereafter, based on the consumer price index, limited to a 12% increase and no decrease, (ii) options under which the Company may purchase the land at any time through 2019 at established fixed prices, (iii) a one-time termination option at the Company’s election in 2019, and (iv) options under which the Company may purchase the land in July 2023, 2044 and 2065 for a purchase price equal to fair market value as of July 2022, 2043 and 2064, respectively. No amounts related to these purchase options have been recorded on Successor’s consolidated balance sheet at December 31, 2011 or STN Predecessor’s consolidated balance sheet at December 31, 2010.

Other Operating Leases

In addition to the leases described above, the Company also leases certain other buildings and equipment used in its operations, which have operating lease terms expiring through 2013.

Future minimum lease payments required under all non-cancelable operating leases are as follows (amounts in thousands):

Years ending December 31,
2012	$	8,291
2013	8,213
2014	8,232
2015	8,270
2016	8,308
Thereafter	409,933
Total	$	451,247

Rent expense is as follows (amounts in thousands):

Successor		Predecessors
Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010				Year Ended December 31, 2009
$	4,732	$	3,462	$	—	$	9,566	$	—	$	9,659	$	—

Regulation and Taxes

In March 2008, in the matter captioned Sparks Nugget, Inc. vs. State ex rel. Department of Taxation, the Nevada Supreme Court ruled that food and non-alcoholic beverages purchased for use in complimentary meals provided to employees and patrons are not subject to Nevada use tax. We have filed refunds for the periods from April 2000 through February 2008. The amount subject to these refunds is approximately $15.6 million plus interest. Any amount refunded to us would be reduced by a contingent fee owed to a third party advisory firm. In April 2008, the Department of Taxation filed a motion for rehearing of the Supreme Court’s decision, and in July 2008, the Nevada Supreme Court denied the Department of Taxation’s motion for rehearing. The Department of Taxation subsequently took the position that these purchases are subject to Nevada sales tax. Accordingly, we have not recorded a receivable related to a refund for the previously paid use tax on these purchases in the accompanying consolidated balance sheets as of December 31, 2010 and December 31, 2009, respectively. However, we began claiming this exemption on sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The Department of Taxation has issued a $10.0 million sales tax assessment, plus interest of $8.1 million, related to these food costs. We have not accrued a liability related to this assessment because we do not believe the Department of Taxation’s position has any merit, and therefore we do not believe it is probable that we will owe this tax. Recently, the Nevada

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Department of Taxation has asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis. This position stems from a recent Nevada Tax Commission decision concerning another gaming company which states that complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. The other gaming company filed in Clark County District Court a petition for judicial review of the Nevada Tax Commission decision. The Company is currently evaluating whether or not to accrue tax prospectively as it disagrees with the position asserted by the Nevada Department of Taxation.

Development Activity

Native American Development

See Note 10 for information regarding commitments and contingencies related to the Company’s Native American Development activities.

Land Held for Development

As of December 31, 2011, the Company had $227.9 million of land held for development consisting primarily of 11 sites that are owned or leased, which includes sites in the Las Vegas valley, northern California and in Reno, Nevada. The Company’s decision whether to proceed with any new gaming or development opportunity is dependent upon future economic and regulatory factors, the availability of acceptable financing and competitive and strategic considerations. As many of these considerations are beyond the Company’s control, no assurances can be made that it will be able to proceed with any particular project. See Note 8 for additional information about land held for development.

18.        Members’ Equity

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. On the Effective Date, 100 Voting Units were issued to Station Voteco representing 100% of the Company’s outstanding Voting Units and 100 Non-Voting Units were issued to Station Holdco representing 100% of the Company’s outstanding Non-Voting Units. Station Voteco is the only member of the Company entitled to vote on any matters to be voted on by the members of the Company. Station Holdco, as the holder of the Company’s issued and outstanding Non-Voting Units, is not entitled to vote on any matters to be voted on by the members of the Company, but is the only member of the Company entitled to receive distributions as determined by its board of managers out of funds legally available therefor and, in the event of liquidation, dissolution or winding up of the Company, is entitled to all of the Company’s assets remaining after payment of liabilities.

Station Voteco is owned by (i) an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta, (ii) Robert A. Cashell Jr., who was designated as a member of Station Voteco by German American Capital Corporation, and (iii) Stephen J. Greathouse, who was designated as a member of Station Voteco by JPMorgan Chase Bank, N.A. Messrs. Cashell and Greathouse are also members of the Company’s Board of Managers. Fertitta Station Voteco Member LLC, an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta, owns 49.9% of the equity interests in Station Voteco, and each of Messrs. Cashell and Greathouse own 31.35% and 18.75% respectively, of the voting equity interests in Station Voteco.

The equity interests of Station Holdco are owned by (i) FI Station Investor, LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta, (ii) German American Capital Corporation, one of the Mortgage Lenders and an indirect wholly owned subsidiary of Deutsche Bank AG, (iii) JPMorgan Chase Bank, N.A., one of the Mortgage Lenders and (iv) indirectly by certain former general unsecured creditors of STN. FI Station Investor owns approximately 45% of the units of Station Holdco, German American Capital Corporation owns approximately 25% of the units of Station Holdco, JPMorgan Chase Bank, N.A. owns approximately 15% of the units of Station Holdco and former unsecured creditors of STN indirectly own approximately 15% of the units of Station Holdco. In addition, the former mezzanine lenders of STN indirectly own warrants to purchase approximately 1.6% of the units of Station Holdco on a fully diluted basis, FI Investor owns warrants with rights to purchase approximately 1.07% of the units of Station Holdco on a fully diluted basis, the Mortgage Lenders own warrants to purchase approximately 0.53% of the units of Station Holdco on a fully diluted basis and former unsecured creditors of STN indirectly own warrants to purchase approximately 1.3% of the units of Station Holdco on a fully-diluted basis. The warrants held indirectly by the former mezzanine lenders and the former unsecured creditors of STN have an initial exercise price of $2.50 per unit that will increase by 15% on each of the third through seventh anniversaries of the Effective Date. The warrants held by FI Investor and the Mortgage Lenders have an initial exercise price equal of $3.00 per unit that will increase by 15% on each of the third through seventh anniversaries of the Effective Date. The warrants may only be exercised following the earlier

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of (i) the six and one-half year anniversary of the Effective Date and (ii) the occurrence of a capital raising transaction by Station Holdco that involves a determination of the equity value of Station Holdco (other than the transactions contemplated by the Plan) which expire on the seventh anniversary of the Effective Date.

On February 2, 2012, FI Station Investor entered into a purchase agreement to purchase all of the outstanding equity interests of Station Holdco held by JPMorgan Chase Bank N.A. for an aggregate purchase price of $73.0 million, subject to adjustment for exercises of rights of first refusal and tag-along sales pursuant to the terms of the Equityholders Agreement. It is expected that FI Station Investor will own approximately 58% of the equity interests in Station Holdco after completion of the purchase.

Other Comprehensive Income (Loss)

ASC Topic 220, Comprehensive Income requires companies to disclose other comprehensive income (loss) and the components of such income (loss). Comprehensive income (loss) is the total of net income (loss) and all other non-stockholder changes in equity. Comprehensive income (loss) was computed as follows (amounts in thousands):

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011			Period January 1, 2011 Through June 16, 2011					Year Ended December 31, 2010						Year Ended December 31, 2009
Net (loss) income	$	(20,138	)	$	3,357,474		$	626,364	$	(565,442	)	$	(91,640	)	$	(1,679,514	)	$	(17,542	)
Unrealized (loss) gain on interest rate swaps (a)	(25,546		)	—			—		—			—			1,286			—
Reclassification of unrealized gains and losses on interest rate swaps into operations (a)	5,499			—			—		1,985			6,108			5,143			6,522
Unrealized (loss) gain on available-for-sale securities (a)	(107		)	25			—		(80		)	—			123			—
Amortization of unrecognized pension and postretirement benefit plan liabilities (a)	—			(19		)	—		(940		)	—			816			—
Comprehensive (loss) income	$	(40,292	)	$	3,357,480		$	626,364	$	(564,477	)	$	(85,532	)	$	(1,672,146	)	$	(11,020	)

(a) Amounts for Station Casinos, Inc. are net of tax

The components of accumulated other comprehensive income (loss) are as follows (amounts in thousands):

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	December 31, 2011			December 31, 2010
Mark-to-market valuation of interest rate swaps (a)	$	(20,047	)	$	—		$	—
Unrealized loss on available-for-sale securities (a)	(107		)	(165		)	—
Amortization of unrecognized pension and postretirement benefit plan liabilities (a)	—			208			—
Accumulated other comprehensive (loss) income	$	(20,154	)	$	43		$	—

(a) Amounts for Station Casinos, Inc. are net of tax

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Noncontrolling Interest

Noncontrolling interest represents ownership interests in consolidated subsidiaries of Company that are held by owners other than the Company, which include a 50% ownership interest in MPM, and ownership interests of the former mezzanine lenders and former unsecured creditors of STN who hold warrants to purchase stock in CV Propco and NP Tropicana LLC. Noncontrolling interest is as follows (amounts in thousands):

	Successor			Predecessor
	Station Casinos LLC			Station Casinos, Inc.
	December 31, 2011			Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010
Noncontrolling interest:
Beginning balance	$	43,551		$	(1,673	)	$	—
Fresh-start reporting adjustments	—			11,403			—
Issuance of CV PropCo, LLC and NP Tropicana LLC stock purchase warrants	—			9,500			—
Net income (loss)	4,955			24,321			(1,673		)
Distributions	(5,707		)	—			—
Ending balance	$	42,799		$	43,551		$	(1,673	)

No portion of other comprehensive income (loss) was attributable to noncontrolling interest.

19.        Asset Impairments and Write-downs and Other Charges, Net

Included in the statements of operations for the Successor period June 17, 2011 through December 31, 2011, Predecessor period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009 are various charges related to impairments of goodwill, intangible assets and other assets, as well as write-downs and other charges, net. Write-downs and other charges, net includes gains or losses on asset disposals, severance expense and other non-routine

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transactions, excluding the effects of the Restructuring Transactions, which are reflected in the reorganization items in the consolidated statement of operations. Components of asset impairments and write-downs and other charges, net were as follows (amounts in thousands):

	Successor		Predecessors
	Station Casinos LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC		Station Casinos, Inc.			Green Valley Ranch Gaming, LLC		Station Casinos, Inc.		Green Valley Ranch Gaming, LLC
	Period June 17, 2011 Through December 31, 2011		Period January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010					Year Ended December 31, 2009
Impairment of goodwill	$	—	$	—	$	—	$	60,386		$	—	$	181,785	$	—
Impairment of other intangible assets	$	—	$	—	$	—	$	4,704		$	—	$	255,263	$	—
Impairments of other assets:
Impairment of land held for development	$	2,100	$	—	$	—	$	114,378		$	—	$	617,383	$	—
Impairment of investments in joint ventures	—		—		—		16,267			—		30,003		—
Impairment of property and equipment	—		—		—		66,647			—		179,430		—
Impairment of Native American project costs and related capitalized interest	—		—		—		—			—		12,997		—
Other, net (a)	—		—		—		(362		)	—		—		—
	$	2,100	$	—	$	—	$	196,930		$	—	$	839,813	$	—
Write-downs and other charges, net:
Write-off of abandoned projects	$	—	$	—	$	—	$	—		$	—	$	2,362	$	—
Loss on disposal of assets, net	3,246		3,349		104		534			120		478		293
Gain (loss) on land disposition	—		—		—		(74		)	—		5,091		—
Severance expense	620		—		—		2,687			—		2,966		—
Legal settlement	—		—		—		6,200			—		—		—
Management agreement/lease termination	175		168		—		898			—		4,130		—
Reserve for note receivable from unconsolidated affiliate	—		—		—		—			—		5,261		—
Other charges	—		436		—		9,000			—		—		—
Write-off of debt offering and restructuring fees	—		—		—		—			9,089		519		—
Write-downs and other charges, net	$	4,041	$	3,953	$	104	$	19,245		$	9,209	$	20,807	$	293

(a)During 2010, STN recorded an impairment loss of $1.0 million related to a license right intangible and an associated net liability of approximately $0.4 million.

Write-off of Abandoned Projects

During the year ended December 31, 2009, primarily due to economic conditions, STN decided to abandon several projects at its properties that were in the developmental stage, and wrote off the capitalized costs that had been incurred related to these projects.

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Management Agreement/Lease Termination

During the year ended December 31, 2010, STN recognized $0.9 million in lease termination expense, primarily related to certain restaurant facilities that had been leased to third party operators. During the year ended December 31, 2009, STN recognized lease termination expense of $3.1 million related to the termination of an equipment lease and $1.0 million related to leased office space no longer being utilized.

Reserve for Note Receivable from Unconsolidated Affiliate

During the year ended December 31, 2009, STN recognized an expense of $5.3 million related to its note receivable from GVR Predecessor. See Note 13 for additional information.

Write-off of Debt Offering and Restructuring Fees

Certain debt offering costs and restructuring costs incurred by the Predecessors during pre-petition periods were written off during the years ended December 31, 2010 and 2009.

Other Asset Write-offs

During the year ended December 31, 2010, STN wrote off $9 million in other assets as a result of the expiration of certain land purchase options.

20.        Share-Based Compensation

Predecessors

Long-term incentive compensation was provided in the form of non-voting limited liability company membership interests in Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”), and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta Partners”), pursuant to the Second Amended and Restated Operating Agreement of Fertitta Colony Partners and the Amended and Restated Operating Agreement of Fertitta Partners, respectively (collectively “the Operating Agreements”). The Operating Agreements allowed certain officers and members of management of STN to participate in the long-term growth and financial success of STN through indirect ownership of Class B Units and direct ownership of Class C Units (collectively, the “FCP Units”) in FCP and Fertitta Partners. The purpose was to promote STN’s long-term growth and profitability by aligning the interests of STN’s management with the interests of the owners of STN and by encouraging retention.

Upon consummation of STN’s merger in November 2007, FCP and Fertitta Partners issued Class B Units to an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta, and during the year ended December 31, 2008, certain members of management were awarded indirect ownership of Class B Units and direct ownership of Class C Units in each of FCP and Fertitta Partners. Pursuant to the accounting guidance for share-based payments, the unearned share-based compensation related to the Units was being amortized to compensation expense over the requisite service period (immediate to five years). The share-based expense for the awards was based on the estimated fair market value of the FCP Units at the date of grant applied to the total number of FCP Units that were anticipated to fully vest, amortized over the vesting period. The Class C Units included certain call and put provisions as defined in the Operating Agreements, such that under certain circumstances, within 90 days after termination of the Class C Unit holder’s employment with STN, FCP and Fertitta Partners could call the Class C Units and the employee could put the Class C Units back to FCP and Fertitta Partners. The conditions that could result in the employee putting the Class C Units back to FCP and Fertitta Partners were either contingent or within the control of the issuer, therefore the units were accounted for as equity.

On the Effective Date, the grants of the FCP Units were canceled and as a result, STN Predecessor recognized share-based compensation expense of approximately $19.4 million representing the remaining amount of compensation cost measured at the grant date that had not yet been recognized.

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The following table shows the classification of share-based compensation expense within the accompanying consolidated financial statements (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Total share-based compensation	$	25,673		$	13,617		$	14,083
Less compensation costs capitalized	—			(236		)	(237		)
Share-based compensation recognized as expense	$	25,673		$	13,381		$	13,846
Casino expense	$	3		$	138		$	89
Selling, general &administrative	302			1,938			2,264
Corporate	5,857			8,173			8,296
Development and preopening	62			3,132			3,197
Reorganization items	19,449			—			—
Share-based compensation recognized as expense	25,673			13,381			13,846
Tax benefit	(8,986		)	(4,683		)	(4,846		)
Share-based compensation expense, net of tax	$	16,687		$	8,698		$	9,000

21.        Executive Compensation Plans

Successor

The Company does not have any formal executive compensation plans in place as the majority of the Company’s executive officers became employees of Fertitta Entertainment on the Effective Date.

Predecessor

STN had employment agreements with certain of its executive officers which provided for, among other things, an annual base salary, supplemental long-term disability and supplemental life insurance benefits in excess of STN’s normal coverage for employees. In addition, STN had a Supplemental Executive Retirement Plan for its Chief Executive Officer and a Supplemental Management Retirement Plan for certain key executives as selected by its Board of Directors. Other executive compensation plans included a Deferred Compensation Plan and a Long-Term Stay-On Performance Incentive Plan. See Note 23 for additional information regarding STN’s Supplemental Executive Retirement Plan and Supplemental Management Retirement Plan.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

22.        Fair Value Measurements

Successor

Assets Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis at December 31, 2011, and indicates the level in the fair value hierarchy of the valuation techniques utilized to determine such fair value (amounts in thousands):

	QuotedPrices inActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		Balances, December 31, 2011
Assets
Available-for-sale securities	$	203	$	—	$	—	$	203
Total assets measured at fair value on a recurring basis	$	203	$	—	$	—	$	203
Liabilities
Interest rate swaps	$	—	$	20,047	$	—	$	20,047
Total liabilities measured at fair value on a recurring basis	$	—	$	20,047	$	—	$	20,047

The fair value of available-for-sale securities is based on quoted prices in active markets. The fair values of interest rate swaps are based on quoted market prices from various banks for similar instruments. These quoted market prices are based on relevant factors such as the contractual terms of the interest rate swap agreements and interest rate curves and are adjusted for the non-performance risk of either the Company or its counterparties, as applicable.

Fair Value of Long-term Debt

The aggregate fair value of the Company’s long-term debt at December 31, 2011 was approximately $2.1 billion compared with a carrying value of $2.2 billion. The estimated fair value of the Company’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.

Predecessors

The following table presents information about STN Predecessor’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2010 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (amounts in thousands):

	QuotedPrices inActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)		Balance atDecember 31,2010
Assets
Available-for-sale securities	$	271	$	—	$	—	$	271
Total assets measured at fair value on a recurring basis	$	271	$	—	$	—	$	271
Liabilities
Liabilities not subject to compromise:
Interest rate swap	$	—	$	397	$	—	$	397
Liabilities subject to compromise:
Deferred compensation liabilities	1,194		—		—		1,194
Total liabilities measured at fair value on a recurring basis	$	1,194	$	397	$	—	$	1,591

The fair values of STN Predecessor’s available-for-sale securities and deferred compensation liabilities were based on quoted prices in active markets. The fair value of the interest rate swap was based on quoted market prices from various banks for similar instruments. These quoted market prices were based on relevant factors such as the contractual terms of the interest rate swap agreements and interest rate curves and were adjusted for the non-performance risk of either Predecessor or the counterparties, as applicable. Certain interest rate swaps of STN Predecessor that were previously accounted for at fair value were terminated early, and as a result, were no longer accounted for at fair value on a recurring basis at December 31, 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Effective March 16, 2010, GVR Predecessor’s floating-to-fixed interest rate swap with a notional amount of $420.0 million was terminated. As a result, GVR Predecessor ceased carrying this interest rate swap at fair value on a recurring basis and adjusted its carrying amount to the termination settlement amount, which is reflected as a current liability on its balance sheet at December 31, 2010.

None of GVR Predecessor’s assets or liabilities was measured at fair value on a nonrecurring basis during the Predecessor period January 1, 2011 through June 16, 2011 or the year ended December 31, 2010.

See Note 16 for additional information about the Predecessors’ derivative instruments.

23.        Retirement Plans

Successor

401(k) Plan

The Company has a defined contribution 401(k) plan which covers all employees who meet certain age and length of service requirements and allows an employer contribution up to 50% of the first 4% of each participating employee’s compensation contributed to the plan. Plan participants can elect to defer before tax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the Internal Revenue Code. The Company made no matching contributions during the Successor period June 17, 2011 through December 31, 2011. In January 2012, the Company announced that it would resume making employer contributions at the rate of 50% of the first 4% of each participating employee’s compensation contributed to the plan.

STN Predecessor

Effective November 30, 1994, STN adopted the Supplemental Executive Retirement Plan (the “SERP”), which was an unfunded defined benefit plan for the Chief Executive Officer and President as sole participants. Also effective November 30, 1994, STN adopted the Supplemental Management Retirement Plan (the “SMRP”), which was an unfunded defined benefit plan. Certain key executives (other than the Chief Executive Officer and President) as selected by the Board of Directors were able to participate in the SMRP. During the years ended December 31, 2005, 2007 and 2008, respectively, various amendments to these plans were adopted.

As a result of the Restructuring Transactions, the SERP and SMRP were canceled and the related liabilities were not assumed by Successor. Periodic expense related to these plans was recognized by STN through June 16, 2011 and the related liabilities were reduced to zero in fresh-start reporting.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A reconciliation of the beginning and ending balances of STN Predecessor’s pension benefit obligation and fair value of the plan assets and the funded status is as follows (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010
Change in pension benefit obligation:
Benefit obligation at beginning of year	$	26,387		$	22,002
Service cost	877			1,707
Interest cost	681			1,296
Net actuarial loss	—			1,382
Effect of plan termination	(27,945		)	—
Benefit obligation at end of period	$	—		$	26,387
Fair value of plan assets at end of period	$	—		$	—
Funded status of the plan (underfunded)	$	—		$	(26,387	)
Net amount recognized	$	—		$	(26,387	)
Amounts recognized in the consolidated balance sheet consist of:
Current liabilities (a)	$	—		$	(416	)
Accrued pension costs (a)	—			(25,651		)
Accumulated other comprehensive income	—			(320		)
Net amount recognized	$	—		$	(26,387	)
Weighted average assumptions:
Discount rate	5.25		%	5.25		%
Salary rate increase	5.00		%	5.00		%

(a)As a result of the Chapter 11 Case, the current liabilities and the accrued pension costs were classified as liabilities subject to compromise in STN Predecessor’s consolidated balance sheet at December 31, 2010.

Prior to the cancellation of the SERP and SMRP, the components of the net periodic pension benefit cost related to these plans consisted of the following (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Service cost	$	877		$	1,707		$	2,115
Interest cost	681			1,296			1,217
Amortization of prior service credit	(29		)	(63		)	(63		)
Net periodic pension cost	$	1,529		$	2,940		$	3,269

STN also had a defined contribution 401(k) plan which covered all employees who met certain age and length of service requirements and allowed an employer contribution up to 50% of the first 4% of each participating employee’s compensation contributed to the plan. Plan participants could elect to defer before tax compensation through payroll deductions. In December 2008, STN announced that it had elected to suspend employer contributions effective January 1, 2009, and no employer contributions were made to the 401(k) plan by STN during the Predecessor Periods.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

24.    Income Taxes

Successor

The Company is a limited liability company and on the Effective Date, elected to be treated as a partnership for income tax purposes under the provisions of the Internal Revenue Code. Under those provisions, the members are liable for income tax on the taxable income of the Company as it affects the members’ individual income tax returns. As a result of its election, the Company is a pass-through entity and is not liable for income tax in the jurisdictions in which it operates. Accordingly, no provision for income taxes has been included in the financial statements as of December 31, 2011, and the Company has recorded no liability associated with uncertain tax positions.

STN Predecessor

STN Predecessor’s operating results have been included in a consolidated federal income tax return. For financial reporting purposes, STN Predecessor recorded income tax benefit of $107.9 million, $22.0 million, and $289.9 million for the Predecessor period January 1, 2011 through June 16, 2011, and the years ended December 31, 2010 and 2009, respectively.

The benefit for income taxes attributable to net loss consists of the following (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011			Year Ended December 31, 2010			Year Ended December 31, 2009
Current	$	(107,924	)	$	(5,469	)	$	(1,217	)
Deferred	—			(16,527		)	(288,655		)
Total income tax benefit	$	(107,924	)	$	(21,996	)	$	(289,872	)

The income tax provision differs from that computed at the federal statutory corporate tax rate as follows:

	STN Predecessor
	Station Casinos, Inc.
	Period January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009
Federal statutory rate	35.0	%	35.0	%	35.0	%
Change in valuation allowance	(14.5	)	(21.3	)	(15.8	)
Goodwill impairment	—		(3.6	)	(3.0	)
Vesting of Class B and Class C Units	0.1		(0.8	)	(0.2	)
Restructuring costs	(1.7	)	(5.3	)	(1.2	)
Discharge of Liabilities Subject to Compromise	(22.2	)	—		—
Other, net	—		(0.3	)	(0.1	)
Effective tax rate	(3.3	)%	3.7	%	14.7	%

117

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tax effects of significant temporary differences representing net deferred tax assets and liabilities are as follows (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
Deferred tax assets:
Accrued vacation, bonuses and group insurance	$	7,429
Preopening and other costs, net of amortization	9,756
Accrued benefits	9,653
Capital loss carryover	64,917
Net operating loss carryover	380,286
Financing arrangements	38,688
FICA credits	10,194
Minimum tax credit carryover	20,850
Other deferred tax assets	96,988
Valuation allowance	(468,904		)
Total deferred tax assets	169,857
Deferred tax liabilities:
Prepaid expenses and other	(16,287		)
Temporary differences related to property and equipment	(184,247		)
Intangibles	(70,713		)
Other deferred tax liabilities	(1,046		)
Total deferred tax liabilities	(272,293		)
Net	$	(102,436	)

At December 31, 2010, STN Predecessor had an Alternative Minimum Tax (“AMT”) credit carryover of approximately $20.9 million. AMT credits are available to be carried forward indefinitely and may be utilized against regular U.S. corporate tax to the extent that they do not exceed computed AMT calculations. STN expected to utilize all of its AMT credits at December 31, 2010.

At December 31, 2010, STN Predecessor had a general business credit (“GBC”) carryover for U.S. federal income tax purposes of approximately $10.2 million, which would begin expiring in 2022. The accounting guidance for income taxes requires recognition of a future tax benefit to the extent that realization of such benefit is more likely than not. Otherwise a valuation allowance is applied. Based on the future reversal of existing temporary differences, STN believed it would be unable to utilize the GBC carryover on a more likely than not basis and recorded a full valuation allowance for this credit.

As of December 31, 2010, STN Predecessor had a tax net operating loss carryover of approximately $1.11 billion that expired between 2027 and 2030. Management believed that the realization of a portion of this deferred tax asset was more likely than not based on the future reversal of existing temporary differences. At December 31, 2010 a valuation allowance was established against the portion of net operating loss that was more likely than not unrealizable.

STN or its subsidiaries is no longer subject to U.S. federal tax examination for years before 2007 except for earlier years that can be examined as a result of any net operating losses that were carried back.

As of December 31, 2010, unrecognized tax benefits of $3.5 million were recorded as reductions to the U.S. net operating loss deferred tax asset. As of December 31, 2010, unrecognized tax benefits of $5.3 million were recorded in other long term liabilities. Included in the balance as of December 31, 2010 were $4.1 million of uncertain tax benefits that would affect the effective income tax rate if recognized.

If applicable, STN Predecessor recognized accrued interest and penalties related to its unrecognized tax benefits in income tax expense. STN Predecessor’s liability for the payment of interest on unrecognized tax benefits was reduced to zero as of December 31, 2010 because the net operating losses exceeded taxable income, including the unrecognized tax benefits. STN Predecessor did not anticipate any penalty assessments associated with its liability for unrecognized tax benefits.

118

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the changes in the gross amount of unrecognized tax benefit is shown below (amounts in millions):

	STN Predecessor
	Station Casinos, Inc.
	December 31, 2010
Balance at the beginning of the year	$	10.3
Additions based on tax positions related to prior years	0.4
Reductions based on tax positions related to prior years	(1.9		)
Statute expirations	—
Balance at the end of the year	$	8.8

25.    Legal Matters

Station and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant costs.

26.    Subsequent Events

As of January 3, 2012 the lenders of the Propco Term Loan Tranche B-3 elected to fix the interest rate and exchange the entire $625 million of Tranche B-3 term loans for senior unsecured notes in a form suitable for resale under Rule 144A of the Securities Act of 1933, as amended. See Note 15 for additional information.

On February 2, 2012, FI Station Investor entered into a purchase agreement to purchase all of the outstanding equity interests of Station Holdco held by JPMorgan Chase Bank N.A. for an aggregate purchase price of $73.0 million, subject to adjustment for exercises of rights of first refusal and tag-along sales pursuant to the terms of the Equityholders Agreement. It is expected that FI Station Investor will own approximately 58% of the equity interests in Station Holdco after completion of the purchase.

On February 16, 2012, the Company entered into an agreement to sell an approximately 639-acre parcel of land that was previously held for development near Chico, California. The expected sale price is approximately $0.8 million in cash, which is equal to the carrying value of the land at December 31, 2011. The Company acquired the land pursuant to a 2004 agreement with the MITCR to develop a Native American gaming facility on the site. Due to changes in the economic climate which resulted in a revision of the expected potential of the proposed project, the Company elected not to proceed with the development. The land sale is expected to close in the second quarter of 2012.

Management has evaluated all activity of the Company and concluded that no other subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

27.    Quarterly Financial Information (Amounts in thousands, unaudited)

Successor

	Successor
	Period June 17, 2011 Through December 31, 2011
	June 17, 2011 through June 30, 2011			ThirdQuarter			FourthQuarter
Station Casinos LLC
Net revenues	$	43,549		$	282,398		$	303,452
Operating income	5,136			26,440			40,935
Net (loss) income	(1,443		)	(18,370		)	(325		)

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STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Predecessors

	Predecessors
	Period January 1, 2011 Through June 16, 2011
	FirstQuarter (a)			April 1, 2011 through June 16, 2011 (b)
Station Casinos, Inc.
Net revenues	$	247,727		$	216,970
Operating income	28,027			20,572
(Loss) income before income taxes	(15,249		)	3,264,799
Net (loss) income	(10,026		)	3,367,500
Green Valley Ranch Gaming, LLC
Net revenues	$	45,770		$	38,282
Operating income	6,775			5,172
Net (loss) income	(14,694		)	641,058

	Predecessors
	Year Ended December 31, 2010
	First Quarter (c)			Second Quarter (d)			ThirdQuarter (e)			FourthQuarter (f)
Station Casinos, Inc.
Net revenues	$	249,371		$	233,575		$	227,048		$	234,961
Operating income (loss)	23,492			15,483			(234,243		)	(13,787		)
Loss before income taxes	(55,915		)	(57,401		)	(298,316		)	(175,806		)
Net loss	(53,533		)	(69,615		)	(265,824		)	(176,470		)
Green Valley Ranch Gaming, LLC
Net revenues	$	44,383		$	41,759		$	40,245		$	43,385
Operating income (loss)	5,574			4,972			2,316			(5,308		)
Net loss	(54,805		)	(6,894		)	(11,085		)	(18,856		)

(a)	STN’s results include reorganization items, net of $9.6 million related to the Chapter 11 Case.
(b)	STN and GVR Predecessor’s results include net gains of $3.3 billion and $657.7 million, respectively, related to the consummation of their respective plans of reorganization. These net gains include gains of $4.1 billion and $591.0 million, respectively, on discharge of liabilities subject to compromise, and fresh-start reporting adjustments, net, of $(789.5) million and $66.7 million, respectively.
(c)	STN’s results include reorganization items, net of $19.3 million and a charge of $25.3 million representing the Company’s 50% share of the loss on early termination of Green Valley Ranch’s interest rate swap. GVR Predecessor’s results include a loss of $50.6 million on early termination of its interest rate swap.
(d)	STN’s results include reorganization items, net of $37.9 million.
(e)	STN’s results include reorganization items, net of $21.3 million and impairment losses totaling $242.2 million, which includes $60.4 million for goodwill, $97.7 million for land held for development, $66.6 million for property and equipment, $16.3 for investments in joint ventures, and $1.2 million related to other intangible assets.
(f)	STN’s results include impairment losses of $19.9 million including $16.7 million for land held for development and $3.2 million for other intangible assets. Also included is a gain of $124.2 million on the dissolution of Rancho Road joint venture, a charge of $233.3 million representing its 50% share of impairment losses recognized by Aliante Station, and reorganization items, net of $4.3 million. GVR Predecessor’s results include $8.6 million in restructuring charges.

120

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of its Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Accounting Officer to allow timely decisions regarding required disclosure. No changes were made to the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Managers regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial statement preparation. Further because of changes in conditions, the effectiveness of internal controls may vary over time.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2011. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment we believe that, as of December 31, 2011, the Company’s internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2011, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

121

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Managers consist of up to eight members designated as follows: (i) FI Station Investor and certain of its affiliates have the right to designate up to three individuals to serve on the Board of Managers; (ii) the Mortgage Lenders have the right to designate up to three individuals to serve on the Board of Managers; and (iii) FI Station Investor and certain of its affiliates have the right to designate up to two individuals that qualify as “independent” based upon the listing standards of the New York Stock Exchange (“NYSE”) to serve as managers, subject to the approval of the Mortgage Lenders.

Set forth below are the names, ages, positions and biographical information of our managers and executive officers.

Name	Age	Position
Frank J. Fertitta III (*)	50	Manager, Chief Executive Officer and President
Marc J. Falcone	39	Executive Vice President and Chief Financial Officer
Thomas M. Friel	48	Executive Vice President, Chief Accounting Officer and Treasurer
Richard J. Haskins	48	Executive Vice President, General Counsel and Secretary
Kevin L. Kelley (**)	54	Executive Vice President and Chief Operating Officer
Scott M Nielson	54	Executive Vice President and Chief Development Officer
Lorenzo J. Fertitta (*)	43	Manager
Robert A. Cashell, Jr.	46	Manager
Stephen J. Greathouse	61	Manager
James E. Nave, D.V.M.	67	Manager
Robert E. Lewis	66	Manager

(*) Frank J. Fertitta III and Lorenzo J. Fertitta are brothers.

(**) Kevin L. Kelley is Frank J. Fertitta III’s brother-in-law.

Set forth below is a description of the backgrounds, including business experience, for each of our managers and executive officers.

Frank J. Fertitta III.  Mr. Fertitta has been the Chief Executive Officer and President of Fertitta Entertainment since April 2011, the Chief Executive Officer and President of the Company since January 2011, and a member of the Company’s Board of Managers since June 2011. Mr. Fertitta served as Chairman of the Board of STN from February 1993, Chief Executive Officer of STN from July 1992 and President of STN from July 2008, in each case through the Effective Date,  Mr. Fertitta also served as President of STN from 1989 until July 2000. He has held senior management positions since 1985, when he was named General Manager of Palace Station. He was elected a director of STN in 1986, at which time he was also appointed Executive Vice President and Chief Operating Officer. Mr. Fertitta is a co-owner of Fertitta Entertainment and Zuffa, LLC which is the parent company of the Ultimate Fighting Championship, a martial arts promotion organization.  The Company believes that Mr. Fertitta’s experience and business expertise in the gaming industry, as well as his position as a principal equityholder of the Company, give him the qualifications and skills to serve as a Manager.

Marc J. Falcone.   Mr. Falcone has served as Chief Financial Officer of Fertitta Entertainment since November 2010 and Chief Financial Officer of the Company since January 2011.  From June 2008 to October 2010, Mr. Falcone worked at Goldman Sachs with responsibilities including restructuring focused on the hospitality and gaming sectors under that firm’s Whitehall division. From May 2006 to June 2008 Mr. Falcone was a senior analyst at Magnetar Capital, LLC (an alternative asset management firm), covering the gaming, lodging, leisure, REIT and airline industries.  From May 2002 to June 2006, Mr. Falcone was a Managing Director for Deutsche Bank Securities Inc. covering gaming, lodging and leisure companies and was recognized as one of the industry’s top analysts.  Prior to joining Deutsche Bank Securities Inc., Mr. Falcone worked for Bear Stearns & Co., also covering the gaming, lodging, and leisure industries.

Thomas M. Friel.  Mr. Friel has served as the Executive Vice President, Chief Accounting Officer and Treasurer of the Company since January 2011 and served as Executive Vice President, Chief Accounting Officer and Treasurer of STN from March 2007 to the Effective Date. He served as Vice President of Finance and Corporate Controller of STN from July 1999 to March 2007. Mr. Friel is a Certified Public Accountant. He is a member of the Board of Directors of Big Brothers and Big Sisters of Southern Nevada.

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Richard J. Haskins.  Mr. Haskins has served as Executive Vice President, General Counsel and Secretary of Fertitta Entertainment and the Company since April 2011 and January 2011, respectively, and served as Executive Vice President and Secretary of STN from July 2004 and served as General Counsel of STN from April 2002, in each case through the Effective Date.  He previously served as Assistant Secretary of STN from September 2003 to July 2004, as Vice President and Associate General Counsel of STN from November 1998 to March 2002 and as General Counsel of Midwest Operations of STN from November 1995 to October 1998. Mr. Haskins is a member of the American Bar Association, Kansas Bar Association, Missouri Bar Association and Nevada Bar Association.

Kevin L. Kelley.  Mr. Kelley has served as Executive Vice President and Chief Operating Officer of Fertitta Entertainment and the Company since April 2011 and January 2011, respectively, and served as Executive Vice President and Chief Operating Officer of STN from January 7, 2008 through the Effective Date. From June 2006 to January 2008, he was employed as Senior Vice President for Las Vegas Sands Corp. From January 2003 to May 2006, he served as President and Chief Operating Officer of Hard Rock Hotel, Inc. Prior to joining Hard Rock Hotel, Inc., Mr. Kelley served at STN in various capacities from August 1993 to January 2003, most recently as President of Westside Operations, where he oversaw all operations of STN’s five west-side properties.

Scott M Nielson.   Mr. Nielson has served as Executive Vice President and Chief Development Officer of Fertitta Entertainment and the Company since January 2011 and served as Chief Development Officer of STN from July 2004 and as an Executive Vice President of STN since June 1994, in each case through the Effective Date.  He served as Chief Legal Officer of STN from March 2002 to July 2004 and General Counsel of STN from 1991 to March 2002.  From 1992 to July 2004, he served as Secretary of STN. From 1991 through June 1994, he served as Vice President of STN. From 1986 to 1991, Mr. Nielson was in private legal practice as a partner in the Las Vegas firm of Schreck, Jones, Bernhard, Woloson & Godfrey (now Brownstein Hyatt Farber Schreck, LLP), where he specialized in gaming law and land use planning and zoning. Mr. Nielson is a member of the American Bar Association, the Nevada Bar Association and the International Association of Gaming Attorneys.

Lorenzo J. Fertitta.  Mr. Fertitta has served as a member of the Board of Managers of the Company since June 2011 and served as Vice Chairman of the Board of STN from December 2003 and as a director from 1991, in each case through the Effective Date. Mr. Fertitta also served as President of STN from July 2000 until June 30, 2008. Mr. Fertitta is a co-owner of Fertitta Entertainment and Zuffa, LLC and has served as the chairman and chief executive officer of Zuffa since June 2008. From 1991 to 1993, he served as Vice President of STN. Mr. Fertitta served as President and Chief Executive Officer of Fertitta Enterprises, Inc. from June 1993 to July 2000, where he was responsible for managing an investment portfolio consisting of marketable securities and real property. Mr. Fertitta served as a member of the Board of Directors of the Nevada Resort Association from 2001 to 2008. Mr. Fertitta served as a director of the American Gaming Association from December 2005 to May 2008 and as a commissioner on the Nevada State Athletic Commission from November 1996 until July 2000. The Company believes that Mr. Fertitta’s experience and business expertise in the gaming industry, as well as his position as a principal equityholder of the Company, give him the qualifications and skills to serve as a Manager.

Robert A. Cashell, Jr.  Mr. Cashell has served as a member of the Board of Managers of the Company since June 2011 and has been involved in the gaming industry for over 25 years, beginning as a management trainee in 1979 at the Boomtown Hotel & Casino in Northern Nevada.  From 1991 to 1998, Mr. Cashell served as General Manager of the Horseshoe Club in Reno, Nevada.  Since 1995, Mr. Cashell has also served as President of Northpointe Sierra, Inc. (formerly Cashell Enterprises, Inc.), which owns and operates the casinos at the Alamo Casino-Mill City and Alamo Travel Center, each in Northern Nevada.  Since 2001, Mr. Cashell has owned and served as President and Director of Topaz Lodge and Casino in Gardnerville, Nevada.  Between 2003 and 2006, Mr. Cashell managed, through Cashell Enterprises, Inc., Sturgeon’s Casino in Northern Nevada for the owners.  Similarly, in 2007, Mr. Cashell, through RAC II, LLC, leased and operated the Fitzgerald’s Hotel and Casino in Reno, Nevada for a landlord group.  From 2000, Mr. Cashell has served as the Chairman of Heritage Bank of Nevada.  From April to October, 2006, Mr. Cashell served as President and Chief Operating Officer of Berry Hinckley Industries in Reno, Nevada.  The Company believes that Mr. Cashell’s experience and business experience in the gaming industry give him the qualifications and skills to serve as a Manager.

Stephen J. Greathouse. Mr. Greathouse has served as a member of the Board of Managers of the Company since June 2011 and has been involved in the Las Vegas hotel and gaming industry for more than 30 years. From 1997 to 2005, he served as Senior Vice President of Operations for the Mandalay Resort Group. Prior to his time at Mandalay Resort Group, in 1997, Mr. Greathouse served as President of Boardwalk Hotel & Casino, Las Vegas, and from 1994 to 1997, he served as Chief Executive Officer and Chairman of the Board of Alliance Gaming Corporation, (renamed “Bally Technologies, Inc.” in 2006). Prior to his time at Bally Technologies, Inc., Mr. Greathouse spent 16 years with Harrah’s Entertainment, starting as a Race & Sports Book Manager in Reno and working his way up to President, Casino-Hotel Division.  Mr. Greathouse has been a director of Multimedia Games, Inc., a company which designs, manufactures and supplies innovative standalone and

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networked gaming systems, since April 2009.  Mr. Greathouse previously served as a Commissioner for the Spending and Government Efficiency Commission (SAGE Commission), a privately funded, bi-partisan panel created to review state government operations that fall under the Executive Branch and to provide the Governor of Nevada with recommendations for streamlining operations, improving customer service, and maximizing the use of taxpayer dollars. The Company believes that Mr. Greathouse’s experience and business expertise in the gaming industry give him the qualifications and skills to serve as a Manager.

James E. Nave, D.V.M.   Dr. Nave has served as a member of the Board of Managers of the Company since June 2011 and served as a director of STN from March 2001 until the Effective Date. During that period, he was the Chairman of the Audit Committee and served on the Governance and Compensation Committee. Dr. Nave has been an owner of the Tropicana Animal Hospital since 1974 and has been the owner and manager of multiple veterinary hospitals since 1976. Dr. Nave has also served on the Board of Directors of Bank of Nevada (formerly Bank West of Nevada) since 1994. Dr. Nave has served on the Board of Directors of Western Alliance Bancorporation since 2003, where he also serves as a member of the Audit and Compensation Committees. Dr. Nave is the Director of International Affairs for the American Veterinary Medical Association (the “AVMA”). Previously Dr. Nave served as the Globalization Liaison Agent for Education and Licensing of the AVMA, and he was also the Chairperson of the AVMA’s National Commission for Veterinary Economics Issues from 2001 through July 2007. In addition, Dr. Nave is a member and past President of the Nevada Veterinary Medical Association, the Western Veterinary Conference and the American Veterinary Medical Association. He is also a member of the Clark County Veterinary Medical Association, the National Academy of Practitioners, the American Animal Hospital Association and previously served on the Executive Board of the World Veterinary Association. Dr. Nave was a member of the University of Missouri College of Veterinary Medicine Development Committee from 1984 to 1992. He was also a member of the Nevada State Athletic Commission from 1988 to 1999 and served as its chairman from 1989 to 1992 and from 1994 to 1996. The Company believes that Dr. Nave’s financial and business expertise, including his diversified background of managing and directing a variety of public and private organizations, give him the qualifications and skills to serve as a Manager.

Robert E. Lewis.  Mr. Lewis has served as a member of the Board of Managers of the Company since June 2011 and served as a director of STN from May 2004 until November 2007.  While a Director of STN, he served on the Audit and Governance and Compensation Committees. Mr. Lewis has served as president of the Nevada Division of Lewis Operating Corp., a builder and owner of rental communities, shopping centers, office buildings and industrial parks of distinction, since December 1999. Mr. Lewis became the president of the Nevada Region of Kaufman and Broad Home Corporation upon the merger of Lewis Homes Management Corp. and Kaufman and Broad Home Corporation in January 1999. He served in that capacity until December 1999. Prior to the merger, Mr. Lewis ran the Nevada operations of the Lewis Homes group of companies and its affiliates for 25 years. He has served as a director for the National Association of Home Builders and as a director and President of the Southern Nevada Home Builders Association from 1987 to 1988. Mr. Lewis is also on the Executive Committee and served as Secretary from 1995 to 1997 and Legislative Chairman for the Nevada Development Authority since 1993, He served as the Chairman of the Las Vegas District Council of the Urban Land Institute from 2002 to 2005 and served on the Clark County Community Growth Task Force from 2004 to 2005. The Company believes that Mr. Lewis’s experience and business expertise give him the qualifications and skills to serve as a Manager.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers and managers who own more than 10% of the Company’s common stock to file reports of ownerships on Forms 3, 4 and 5 with the SEC. Executive officers, directors and 10% stockholders are required by the SEC to furnish the Company with copies of all Forms 3, 4 and 5 they file. Based solely on the Company’s review of the copies of such forms it has received, the Company believes that all of its executive officers, managers and greater than 10% beneficial owners complied with all of the filing requirements applicable to them with respect to transactions during 2011.

Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of its directors, managers, officers (including its principal executive officer and principal financial officer) and employees. The Code of Ethics and any waivers or amendments to the Code of Ethics are available on the Company’s website at www.stationcasinos.com. Printed copies are also available to any person without charge, upon request directed to the Company’s Corporate Secretary, 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

Audit Committee Financial Expert

The Board of Managers has a separately designated standing Audit Committee, which is composed of Dr. James E. Nave, D.V.M., Robert E. Lewis, Robert A. Cashell, Jr. and Stephen J. Greathouse. In light of the absence of a public trading market for our Units, our Board of Managers has not designated any member of the Audit Committee as an “audit committee

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financial expert” nor has it designated any member of the Board of Managers as a “lead independent director.” We believe that Dr. Nave and Messrs. Lewis, Cashell and Greathouse would be considered independent directors (as independence is defined in Section 303A.02 of the listing standards of the NYSE.

Board Leadership Structure and Risk Oversight

The Company does not have a formal policy regarding the separation of the roles of Chief Executive Officer and Manager, as it believes making that determination based on the position and direction of the Company and the membership of the Board of Managers is in the best interest of the Company. Frank J. Fertitta III serves as member of the Board of Managers, Chief Executive Officer and President of the Company. The Board of Directors determined that the combination of these roles is in the best interest of the Company’s stakeholders because this structure makes the best use of Mr. Fertitta’s extensive knowledge of the Company and its industry, as well as fostering greater communication between the Company’s management and the Board of Managers.

The Board of Managers as a whole oversees the Company’s risk management activities, and receives regular reports from the Company’s risk management and compliance departments. In addition, the Board of Managers has assigned the Audit Committee primary responsibility for the oversight of risk management activities related to financial risk.

The Company does not currently have a formal policy with respect to the consideration of diversity in identifying director nominees.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the material elements of the compensation of each of the executive officers as of December 31, 2011 identified below, whom we refer to as our “Named Executive Officers”:

·Frank J. Fertitta III, Manager, Chief Executive Officer and President;

·Marc J. Falcone, Executive Vice President and Chief Financial Officer

·Richard J. Haskins, Executive Vice President, General Counsel and Secretary;

·Kevin L. Kelley, Executive Vice President and Chief Operating Officer; and

·Scott M Nielson, Executive Vice President and Chief Development Officer.

All of our Named Executive Officers are employees of Fertitta Entertainment. The Named Executive Officers are not compensated directly by the Company; however, they receive compensation for services as our executive officers from Fertitta Entertainment, to whom we pay management fees. See Item 13—Certain Relationships and Related Transactions, and Director Independence for additional information about our management relationship with affiliates of Fertitta Entertainment. As a result of the management arrangements, the compensation of our Named Executive Officers is determined exclusively by Fertitta Entertainment and we do not influence the determination of the amount or elements of such compensation. Accordingly, we do not have an executive compensation program for such officers.

Set forth below is information about all compensation for services rendered to the Company or its subsidiaries by each Named Executive Officer in all capacities for the period beginning on June 17, 2011, the date that we acquired the assets of STN and Fertitta Entertainment began providing services to the Company pursuant to the Management Agreements, through December 31, 2011 (the “Service Period”). The Company did not provide compensation to Fertitta Entertainment or the Named Executive Officers prior to June 17, 2011.

Compensation Committee Report

We do not have a separate compensation committee. We, as the Board of Managers, have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on this review and discussion with management, we have recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2011.

Respectfully Submitted,

Frank J. Fertitta III

Lorenzo J. Fertitta

Robert A. Cashell, Jr.

Stephen J. Greathouse

James E. Nave, D.V.M.

Robert E. Lewis

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SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid by Fertitta Entertainment to our Named Executive Officers for services rendered to the Company in all capacities during the Service Period. Accordingly, all compensation amounts presented for the year 2011 represents amounts for the Service Period.

Name and Principal Position	Year	Salary($)(a)	Bonus($)(b)	StockAwards($)(c)	OptionAwards($)(d)	Non-EquityIncentivePlanCompensation($)(e)	Change inPension ValueandNonqualifiedDeferredCompensationEarnings($)(f)	All OtherCompensation($)(g)	Total($)
Frank J. Fertitta III	2011	523,077	1,000,000		—	—	—	180,365	1,703,442
Chairman of the Board
and Chief Executive Officer
Marc J. Falcone	2011	266,017	1,063,700		—	—	—	51,128	1,380,845
Executive Vice President and
Chief Financial Officer
Richard J. Haskins	2011	261,538	250,000		—	—	—	12,400	523,938
Executive Vice President,
General Counsel and Secretary
Kevin L. Kelley	2011	392,308	375,000		—	—	—	22,564	789,872
Executive Vice President and
Chief Operating Officer
Scott M Nielson	2011	261,538	250,000		—	—	—	16,210	527,748
Executive Vice President and
Chief Development Officer

(a)	Amounts shown are the salary amounts earned without consideration as to the year of payment.
(b)	Amounts represent discretionary bonuses earned without consideration as to the year of payment.
(c)	See the discussion under the caption “Equity Based Compensation” for a discussion of equity incentives granted to the Named Executive Officers representing an indirect interest in Fertitta Entertainment and FI Station Investor.
(d)	See the discussion under the caption “Equity Based Compensation” for a discussion of equity incentives granted to the Named Executive Officers representing an indirect interest in Fertitta Entertainment and FI Station Investor.
(e)	No amounts were earned during 2011 under non-equity incentive plans.
(f)	The Named Executive Officers are not participants in any pension plan or nonqualified deferred compensation plan.
(g)	All Other Compensation for the Service Period consists of the following:

Benefits and Perquisites ($)	Frank J. Fertitta III		Marc J. Falcone		Richard J. Haskins		Kevin L. Kelley		Scott M Nielson
Life insurance	180,365		2,173		—		—		6,090
Supplemental long-term disability	—		—		—		11,399		9,506
Executive medical	—		3,255		6,000		6,165		314
Club membership & dues	—		—		6,400		—		—
Fitness training	—		—		—		5,000		300
Other (h)	—		45,700		—		—		—
Total	$	180,365	$	51,128	$	12,400	$	22,564	$	16,210

(h) Represents partial forgiveness of principal and interest on a loan made to Mr. Falcone by Fertitta Entertainment on March 1, 2010 pursuant to his employment arrangement.

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GRANTS OF PLAN-BASED AWARDS IN 2011

There were no grants of plan-based awards during the period June 17, 2011 through December 31, 2011 to any Named Executive Officer.

Discussion of Summary Compensation Table and Grants of Plan-Based Awards in 2011 Table

The annual base salary for each Named Executive Officer other than Frank J. Fertitta III is set forth in his employment agreement with Fertitta Entertainment. Mr. Fertitta does not have an employment agreement with Fertitta Entertainment. The base salary for each of the Named Executive Officers is reviewed on an annual basis and is subject to adjustment (for increase but not for decrease) based on an evaluation of the executive’s performance. Actual base salary amounts, stock awards, cash bonus awards and other compensation for 2011 were determined by Fertitta Entertainment’s managing members. The base salaries, stock awards, cash bonus awards and other compensation that were awarded to each Named Executive Officer during the Service Period are detailed in the above tables. A description of the material terms of the Named Executive Officers’ employment agreements is set forth below.

Fertitta Entertainment entered into employment agreements with Marc J. Falcone on October 29, 2009 and with Richard J. Haskins, Kevin L. Kelley and Scott M.Nielson as of June 16, 2011 (collectively, the “Employment Agreements”). Pursuant to the terms of the Employment Agreements, Mr. Falcone has agreed to serve as the Chief Financial Officer of Fertitta Entertainment, Mr. Haskins has agreed to serve as Executive Vice President, General Counsel and Secretary of Fertitta Entertainment, Mr. Kelley has agreed to serve as Executive Vice President and Chief Operating Officer of Fertitta Entertainment and Mr. Nielson has agreed to serve as Executive Vice President and Chief Development Officer of Fertitta Entertainment. All of the Employment Agreements have five-year terms, but are subject to automatic three-year extensions unless Fertitta Entertainment or the Named Executive Officer who is party thereto gives notice at least 30 days prior to the end of the then-current term or unless the employment agreement is otherwise terminated pursuant to the terms of such agreement. The Employment Agreements provide that each such Named Executive Officer shall devote his full time and attention to the business and affairs of Fertitta Entertainment. The Employment Agreements do not prohibit the Named Executive Officers from engaging in charitable and community affairs or managing personal investments during the term of their employment.

Each Employment Agreement provides for a base salary (to be reviewed annually for increase but not decrease), an annual cash bonus to be based on the Named Executive Officer’s performance and to be determined by Fertitta Entertainment’s managing members. The annual base salary for the first year of each Named Executive Officer’s employment with Fertitta Entertainment as provided by their respective employment agreements is as follows: Mr. Falcone shall receive $500,000, Mr. Haskins shall receive $500,000, Mr. Kelley shall receive $750,000 and Mr. Nielson shall receive $500,000.

The Employment Agreements provide that the Named Executive Officers are also entitled to certain other benefits and perquisites in addition to those made available to Fertitta Entertainment’s management generally. Perquisites include, but are not limited to, four weeks of vacation per year.

For a discussion of the benefits to be paid to the Named Executive Officers upon termination of their Employment Agreements, please see the section entitled “Potential Payments Upon Termination of Employment”, below.

Equity-Based Compensation

Following the consummation of the Restructuring Transactions, long-term incentive compensation is now provided to the Named Executive Officers in the form of an indirect interest in non-voting limited liability company membership interests

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in Fertitta Entertainment and FI Station Investor. The indirect interest in membership interests of Fertitta Entertainment (the “FE Profit Interests”) and FI Station Investor (the “FI Profit Interests” and, together with the FE Profit Interests, the “Profit Interests”) allows certain officers and members of management of the Company to participate in the long-term growth and financial success of the Company through indirect ownership of an interest in Fertitta Entertainment, the manager of the Company’s properties, and FI Station Investor, an indirect owner of a significant equity interest in the Company. The purpose is to promote the long-term growth and profitability of Fertitta Entertainment, and indirectly the Company, by aligning the interests of FI Station Investor’s management with the interests of the owners of the Fertitta Entertainment and by encouraging retention. Following the consummation of the Restructuring Transactions, each Named Executive Officer (with the exception of Mr. Fertitta) or, in certain cases, a family trust that benefits only the Named Executive Officer and specified family members, was awarded FE Profit Interests and FI Profit Interests.

The FE Profit Interests held by the Named Executive Officers vest in five equal installments on the Effective Date and each of the first four anniversaries thereof and the FI Profit Interests held by the Named Executive Officers vest in four equal annual installments beginning on the Effective Date and on each of first three anniversaries of the Effective Date and the grant date, respectively, other than the FE Profit Interests held by Mr. Falcone, which vest in five equal annual installments on the anniversary of the effective date of his employment with Fertitta Entertainment, provided, in each case, that the holder of such Profit Interests is employed by Fertitta Entertainment or its affiliates on the applicable vesting date. In addition, vesting of unvested Profit Interests will be accelerated upon certain change-of-control events. Unvested Profit Interests are subject to forfeiture upon termination of employment of the holder thereof. Vested Profit Units are subject to call rights of Fertitta Entertainment or FI Station Investor, as applicable, in the event of termination of employment of the holder thereof for any reason, forfeiture in the event of termination of employment of the holder for specified acts or violations of employment agreements and a put right by the holder upon termination of employment without cause or good reason. The FE Profit Interests permit the holders thereof to participate in distributions made by Fertitta Entertainment following the return of capital contributions to the holders of common units of Fertitta Entertainment. The FI Profit Interests permit the holders thereof to participate in distributions made by FI Station Investor following the return of capital contributions and a return on investment of 15% per annum to the holders of common units of FI Station Investor. The FE Profit Interests and FI Profit Interests held by the Named Executive Officers represent approximately 10.0% and 10.0% of the total outstanding units in Fertitta Entertainment and FI Station Investor, respectively.

OUTSTANDING EQUITY AWARDS

The following table sets forth information concerning all unvested equity-based awards for the Named Executive Officers as of December 31, 2010.

	Stock Awards
Name	Number of Sharesor Units of StockThat Have NotVested(#)(a)	Market Value ofShares or Unitsof Stock ThatHave NotVested($)(b)
Frank J. Fertitta III	—	—
Marc J. Falcone (1)	1,500 FE
	4,515,586 FI	—
Richard J. Haskins (2)	2,000 FE
	4,515,586 FI	—
Kevin L. Kelley (3)	2,000 FE
	4,515,586 FI	—
Scott M Nielson (4)	2,000 FE
	4,515,586 FI	—

(a)Represents indirect interest in profit units of Fertitta Entertainment and FI Station Investor.

(1)Mr. Falcone’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on October 29, 2012 and each of the following two anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2012 and each of the following three anniversaries of such date.

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(2)Mr. Haskins’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2012 and each of the following three anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2012 and each of the following three anniversaries of such date.

(3)Mr. Kelley’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2012 and each of the following three anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2012 and each of the following three anniversaries of such date.

(4)Mr. Nielson’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2012 and each of the following three anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2012 and each of the following three anniversaries of such date.

All vesting is conditioned upon such named executive officer being an employee of Fertitta Entertainment or an affiliate of Fertitta Entertainment on the vesting date.

(b)The market value of the unvested stock awards is not readily determinable as they represent indirect interests in profit units of private limited liability companies. None of the Named Executive Officers has received any payments from the Company in connection with such Profit Interests and neither the Company nor our subsidiaries are obligated, nor do we expect, to pay any amounts in respect of such Profit Interests.

OPTION EXERCISES AND STOCK VESTED DURING 2011

The following table sets forth information concerning the vesting of the stock awards for the period June 17, 2011 through December 31, 2011:

	Option Awards		Stock Awards
Name	Number of SharesAcquired on Exercise(#)	Value Realizedon Exercise($)	Number of SharesAcquired on Vesting(#)(a)	Value Realizedon Vesting($)(b)
Frank J. Fertitta III	—	—	—	—
Marc. J. Falcone	—	—	500 FE	—
Richard J. Haskins	—	—	500 FE	—
Kevin L. Kelley	—	—	500 FE	—
Scott M Nielson	—	—	500 FE	—

(a)Represents the vesting of FE Profit Interests and FI Profit Interests.

(b)The market value of the vested stock awards is not readily determinable as they represent indirect interests in profit units of private limited liability companies. None of the Named Executive Officers has received any payments from the Company in connection with such Profit Interests and neither the Company nor its subsidiaries are obligated, nor do we expect, to pay any amounts in respect of such Profit Interests.

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PENSION BENEFITS

None.

NONQUALIFIED DEFERRED COMPENSATION

None.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT

As described in “Compensation Discussion and Analysis—Employment Agreements”, each of the Named Executive Officers (other than Frank J. Fertitta III) is party to an employment agreement that requires Fertitta Entertainment to make payments and provide benefits to such Named Executive Officer upon the termination of his employment with Fertitta Entertainment under various scenarios. The Employment Agreements do not provide for any additional payments or benefits under a voluntary termination of employment by the Named Executive Officer or involuntary termination by the Company for Cause (as defined in the Employment Agreements). Under those scenarios, the Named Executive Officers are only entitled to their accrued and unpaid obligations, such as salary.

A description of the payments and benefits that we are required to provide to the Named Executive Officers under their Employment Agreements upon various termination events is set forth below.

“Cause” is defined under the Employment Agreements as any event in which the Named Executive Officer:

· has committed any material act of dishonesty, fraud or willful misrepresentation

· has been convicted of any felony;

· has been determined by the managing members (or their designees) of Fertitta Entertainment to have breached a material representation of the Named Executive Officer in the Employment Agreement;

· has breached any material obligation, service or duty under the Employment Agreement, and has failed to cure such breach within 30 days after receiving written notice from Fertitta Entertainment detailing such breach; or

· has been found unsuitable to hold a gaming license by a final non-appealable decision of any applicable gaming authority.

Termination As A Result Of Death Or Disability

In the event that a Named Executive Officer (other than Frank J. Fertitta III) is terminated as a result of his death or disability, he or his legal representative will receive all salary due to the Named Executive Officer under his employment agreement as of the date of his death or disability. In addition, each Named Executive Officer will receive any compensation accrued and payable as of the date of death or disability.

Termination Without Cause

In the event a Named Executive Officer (other than Frank J. Fertitta III) is terminated without Cause, other than due to death or disability, the Named Executive Officer will receive an amount equal to his base salary, paid over a period of 12 months in equal installments after the date of termination of his employment, a pro-rata portion of the annual bonus for the year in which he is terminated, and continuation of medical insurance for 12 months.

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MANAGER COMPENSATION FOR 2011

The following table discloses the compensation for members of our Board of Managers for the period June 17, 2011 through December 31, 2011.

Name	Fees Earned orPaid in Cash($)		All OtherCompensation($)		Total($)
Lorenzo J. Fertitta	$	48,750	$	18,566	$	67,316
James E. Nave, D.V.M.	48,750		—		48,750
Robert A. Cashell, Jr.	48,750		—		48,750
Stephen J. Greathouse	48,750		—		48,750
Robert E. Lewis	48,750		—		48,750

Discussion of Manager Compensation Table

Each member of the Board of Managers, excluding Frank J. Fertitta III, receives cash compensation for services to the Company, including service on committees of the Board of Managers. For the period June 17, 2011 through October 31, 2011, cash compensation of $6,500 per month was paid to each such member. Effective November 1, 2011, compensation paid to members of the Board of Managers was increased to an annual rate of $125,000, which is paid in 12 equal monthly installments of $10,417. Lorenzo J. Fertitta’s other compensation represents medical benefits. Amounts shown are the amounts earned without consideration as to the year of payment.

GOVERNANCE AND COMPENSATION COMMITTEE

INTERLOCKS AND INSIDER PARTICIPATION

Since we do not have standing compensation committee, governance and compensation decisions are made by our entire board, subject to supermajority approval to the extent required pursuant to the Equityholders Agreement. The members of our Board of Managers are Frank J. Fertitta III, Lorenzo J. Fertitta, Dr. James E. Nave, D.V.M., Robert A. Cashell, Jr., Stephen J. Greathouse, and Robert E. Lewis. Frank J. Fertitta III is an officer of the Company and of certain of our subsidiaries. During the Service Period, none of our executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a manager or member of our Board of Managers.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. The following table shows the beneficial ownership of the Company’s membership interests of the Company’s Managers, Named Executive Officers and each person who, as of March 15, 2012, owned beneficially more than 5% of the Company’s membership interests.

Name and Address of Beneficial Owner	Voting Units	% ofVoting Units		Non-VotingUnits	% of Non-Voting Units
Station Voteco LLC (a)	100	100	%	—	—	%
Station Holdco LLC (b)	—	—	%	100	100	%
FI Station Investor LLC (c)	—	—	%		45	%*
German American Capital Corporation (d)	—	—	%		25	%*
JP Morgan Chase Bank, N.A. (e)	—	—	%		15	%*
Oaktree SC Investments CTB, LLC (f)					5.6	%*
FMR LLC (g)					6.8	%*
Frank J. Fertitta III	49.9	49.9	%		45	%*
Lorenzo J. Fertitta	49.9	49.9	%		45	%*
Robert A. Cashell, Jr.	31.35	31.35	%	—	—	%
Stephen J. Greathouse	18.75	18.75	%	—	—	%
Named Executive Officers and Managers as a Group (h)	100	100	%		45	%

*    Represents beneficial ownership interest in units of Station Holdco.

(a)All of the voting membership interests of the Company are owned by Station Voteco. Station Voteco is owned in the percentages described in the table above by (i) Frank J. Fertitta III, our Chief Executive Officer and President, (ii) Lorenzo J. Fertitta, (iii) Robert A. Cashell Jr., who is designated as a member of Station Voteco by German American Capital Corporation, and (iv) Stephen J. Greathouse, who is designated as a member of Station Voteco by JPMorgan Chase Bank, N.A. Frank J. Fertitta III and Lorenzo J. Fertitta own their interests in Station Voteco indirectly through their respective 50% interests in Fertitta Station Voteco Member LLC. The address of Station Voteco LLC and each of Messrs. Frank J. Fertitta III, Lorenzo J. Fertitta, Robert A. Cashell, Jr. and Stephen J. Greathouse is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

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(b)The equity interests of Station Holdco are owned in the percentages set forth in the table above by (i) FI Station Investor, (ii) German American Capital Corporation, an indirect wholly owned subsidiary of Deutsche Bank AG, (iii) JPMorgan Chase Bank, N.A. and (iv) certain former unsecured creditors of STN. The address of Station Holdco is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

(c)On February 2, 2012, FI Station Investor LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta, entered into a purchase agreement to purchase all of the outstanding membership interests of Station Holdco held by JPMorgan Chase Bank N.A., subject to adjustment as a result of the exercise of certain tag along and rights of first refusal exercisable pursuant to the terms of the Equityholders Agreement, for an aggregate purchase price of $73.0 million. It is expected that FI Station Investor will own approximately 58% of the equity interests in Station Holdco after completion of the purchase. The address of FI Station Investor is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

(d)The address of German American Capital Corporation is 60 Wall Street, New York, NY.

(e)The address of JPMorgan Chase Bank, N.A. is 383 Madison Street, New York, NY 10179.

(f)Represents all of the non-voting units owned by Oaktree SC Investments CTB, LLC.  The managing member of Oaktree SC Investments CTB, LLC is Oaktree SC Holdings CTB, LLC.  Oaktree SC Holdings CTB, LLC is managed by a board of directors consisting of Jim Ford, Scott Graves and Jeffrey Nordhaus.  Each of the managing members and directors described above disclaims beneficial ownership of any non-voting units beneficially or of record owned by Oaktree SC Investments CTB, LLC, except to the extent of any pecuniary interest therein. The address for all of the entities and individuals identified above is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(g)Consists of (i) 1,405,198 Units held by PRTN SC Holdings, LLC, a wholly-owned subsidiary of Fidelity Puritan Trust: Fidelity Puritan Fund, a registered investment fund (a “Fund”) advised by Fidelity Management & Research Company (“Fidelity”), (ii) 1,801,739 Units held by PAIN SC Holdings, LLC, a wholly-owned subsidiary of Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund, a Fund advised by Fidelity, (iii) 3,084,514 Units held by STRAINC SC Holdings, LLC, a wholly-owned subsidiary of Fidelity School Street Trust: Fidelity Strategic Income Fund, a Fund advised by Fidelity, (iv) 16,622,841 Units held by CAPINC SC Holdings, LLC, a wholly-owned subsidiary of Fidelity Summer Street Trust: Fidelity Capital & Income Fund, a Fund advised by Fidelity, and (v) 3,699,288 Units held by ADVSTRA SC Holdings, LLC, a wholly-owned subsidiary of Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund, a Fund advised by Fidelity.

Fidelity, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of the Units held by the Funds as a result of acting as investment adviser to the Funds, all of which are investment companies registered under Section 8 of the Investment Company Act of 1940.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the Funds each has sole power to dispose of the Units owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds’ Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds’ Boards of Trustees. Under the terms of its management contract with each fund, Fidelity has overall responsibility for directing the investments of the fund in accordance with the fund’s investment objective, policies and limitations. Each fund has one or more portfolio managers appointed by and serving at the pleasure of Fidelity who make the decisions with respect to the disposition of the shares.

(h)Named executive offices and managers as a group consist of ten persons.

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EQUITY COMPENSATION PLAN INFORMATION

The Company does not currently maintain any equity compensation plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Management Agreements

On June 17, 2011, we and certain of our subsidiaries (in such capacity, the “Owner”) entered into the following management agreements with subsidiaries of our affiliate, Fertitta Entertainment (in such capacity, the “Manager”):

· Management Agreement between Station Casinos LLC and FE Propco Management LLC for the operation and management of the Station Casinos Guarantor Group Properties (the “Propco Management Agreement”);

· Management Agreement between NP Opco LLC and FE Opco Management LLC for the operation and management of the Opco Assets (the “Opco Management Agreement”); and

· Management Agreement between Station GVR Acquisition, LLC and FE GVR Management LLC for the operation and management of the Green Valley Ranch Resort, Casino & Spa (the “GVR Management Agreement”).

Under the terms of the Management Agreements, the Manager is entitled to: (1) a base management fee equal to 2% of the gross revenues from the operation of the properties, (2) an incentive management fee equal to 5% of EBITDA generated by the properties, and (3) expense reimbursement and overhead allocation.

The Management Agreements are for a term of 25 years and non-terminable by the Owner except under specified circumstance, including breaches of such agreement or gross negligence or willful misconduct of the Manager, suspension of gaming licenses, certain bankruptcy events, change-of-control events or failure of the performance test by the Manager. To fail the performance test (which is subject to cure if the Manager elects to make certain cure payments), Manager must fail both the (i) “Budget EBITDA Test” and the (ii) “Market EBITDA Test” for two consecutive fiscal years, starting with the sixth and seventh fiscal years during the term of the Management Agreements.

While the Manager has authority to manage the day-to-day operations of the managed properties, the Manager is required pursuant the terms of the Management Agreements to seek the approval of Owner with respect to certain significant decisions.

During the period June 17, 2011 through December 31, 2011 , the Company recognized management fee expense totaling $21.8 million pursuant to the Management Agreements. In addition, the Company allocates the costs of certain shared services to Fertitta Entertainment, primarily costs related to occupancy of a portion of the Company’s corporate office building and services provided by human resources and regulatory personnel. For the period June 17, 2011 through December 31, 2011 , costs allocated to Fertitta Entertainment for shared services totaled $0.8 million .

Credit Agreements and Restructured Land Loan

On the Effective Date, the Company entered into the Propco Credit Agreement, the Opco Credit Agreement and the Restructured Land Loan with certain lenders that include Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. Affiliates of Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank AG own approximately 40% of the units of Station Holdco, the owner of all of the Company’s Non-Voting Units, have the right to designate members that hold 50.1% of the units of Station Voteco, the owner of all of the Company’s Voting Units, and have the right to designate up to three individuals to serve on the Company’s Board of Managers. The members of our Board of Managers that are designated by the Mortgage Lenders could be deemed to have a material direct or indirect interest in the Propco Credit Agreement by virtue of their relationship with the Mortgage Lenders. For additional information about the Credit Agreements and the Restructured Land Loan see Description of Certain Indebtedness in Part II, Item 7 Management’s Discussion and Analysis of Results of Operations in this Annual Report on Form 10-K.

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Boulder Station Lease

The Company leases 27 acres of land on which Boulder Station is located from KB Enterprises, a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust (the “Related Lessor”). Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III and Lorenzo J. Fertitta. See Item 2. Properties for details on the Boulder Station lease.

Texas Station Lease

The Company leases 47 acres of land on which Texas Station is located from Texas Gambling Hall & Hotel, Inc., a company owned by the Related Lessor. See Item 2. Properties for details on the Texas Station lease.

Aliante Station Management Arrangement

The Company manages Aliante Station in North Las Vegas, Nevada on behalf of ALST, which acquired the property on November 1, 2011 pursuant to the reorganization of Aliante Gaming. Prior to ALST’s acquisition of the property, STN Predecessor owned a 50% interest in Aliante Station. The Company entered into a five-year management agreement with ALST on November 1, 2011, and on November 14, 2011 ALST elected to terminate the agreement. In accordance with the transition services sections of the management agreement, the Company will manage Aliante Station for up to 18 months from the early termination date, subject to termination by ALST at any time upon not less than 30 days notice. The management arrangement provides for a monthly base management fee equal to 1% of Aliante Station’s gross revenues and an annual incentive management fee payable quarterly equal to 7.5% of the property’s EBITDA up to and including $7.5 million and 10% of EBITDA in excess of $7.5 million. Fertitta Entertainment has agreed to provide such management and transition services on behalf of the Company, and the Company has agreed to pay any and all management fees received from Aliante Gaming to Fertitta Entertainment. These management fees totaled $0.9 million for the Successor period June 17, 2011 through December 31, 2011.

Zuffa, LLC

Station has purchased tickets to events held by Zuffa, LLC (“Zuffa”) which is the parent company of the Ultimate Fighting Championship (“UFC”) and is owned by Frank J. Fertitta III and Lorenzo J. Fertitta. For the years ended December 31, 2010, 2009 and 2008, Station made payments to Zuffa totaling approximately $0.5 million, $0.7 million, and $0.7 million, respectively, for ticket purchases to, and closed circuit viewing fees of, UFC events. In addition, in September 2008 Zuffa and a wholly owned subsidiary of Station entered into a month-to-month license agreement whereby Zuffa has the rights to a previously unused portion at Palace Station for general office and administrative use. Payments received by Station related to this license agreement totaled approximately $22,000 and $21,000 for the years ended December 31, 2009 and 2008, respectively. There were no payments received from Zuffa under this license agreement during the year ended December 31, 2010. In January 2009, Station subleased its leased aircraft to Zuffa for a period of six months. Payments received by Station in connection with this sublease approximated the amount Station paid for leasing the aircraft, and totaled approximately $0.8 million.

Procedures for Review, Approval or Ratification of Transactions with Related Persons

Our Board of Managers has approved the related-party transaction policy and procedures which give our Audit Committee the power to approve or disapprove potential related-party transactions with of our managers and executive officers, and their immediate family members. The Audit Committee is charged with reviewing all relevant facts and circumstances of a related-party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the person’s interest in the transaction.

Manager Independence

Though not formally considered by our Board of Managers because our Voting Units and Non-Voting Units are not traded on any national securities exchange, based upon the listing standards of the NYSE we believe that Dr. Nave and Messrs. Lewis, Cashell and Greathouse would be considered independent directors (as independence is defined in Section 303A.02 of the listing standards of the NYSE). We do not believe that Messrs. Frank J. Fertitta III and Lorenzo J. Fertitta would be considered “independent” because of their relationships with the entities which hold significant interests in Station Holdco and Station Voteco, which collectively hold all of our outstanding Voting Units and Non-Voting Units, and other relationships with us. We do not have standing nominating, corporate governance or compensation committees, or committees that serve similar purposes.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Auditor Fees and Services

The following table summarizes the aggregate fees paid or accrued during 2011 and 2010 by the Station to Ernst & Young, LLP, its independent auditors:

	2011		2010
Audit fees	$	991,394	$	—
Audit-related fees	24,000		—
Tax fees	80,249		—
All other fees	96,222		—

In addition to performing the audit of the Company’s consolidated financial statements for the year ended December 31, 2011 and the audits of the Predecessors’ financial statements for the year ended December 31, 2010, Ernst & Young LLP also performed quarterly reviews of the Company’s and STN Predecessor’s consolidated financial statements, and provided various other services to the Company and the Predecessors during 2011 and 2010. Audit-related fees include fees paid for audits of employee benefit plans. Tax fees were primarily related to tax returns, tax restructuring advisory services, and technical services. All other fees are related primarily to the Company’s Form 10 registration statement. Ernst & Young LLP did not provide any services to the Company related to financial information systems design and implementation during 2011 and 2010.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related, tax and other services performed by the independent auditors. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent auditor is engaged to perform it.

The Audit Committee approved all services provided by Ernst & Young LLP.

CERTIFICATIONS

The Chief Executive Officer and the Chief Accounting Officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Annual Report on Form 10-K for the year ended December 31, 2011.

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PART IV

ITEM 15.		EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)	1.	Station Casinos, LLC Consolidated Financial Statements (including related notes to Consolidated Financial Statements) filed in Part II of this report are listed below:
		Report of Independent Registered Public Accounting Firm — Ernst & Young LLP
		Consolidated Balance Sheets as of December 31, 2011 (Successor) and 2010 (Predecessors)
		Consolidated Statements of Operations — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)
		Consolidated Statements of Members’ / Stockholders’ Equity (Deficit) — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)
		Consolidated Statements of Cash Flows — Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, Years Ended December 31, 2010 and 2009 (Predecessors)
		Notes to Consolidated Financial Statements
	2.	All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under related instructions or are inapplicable and therefore have been omitted.
	3.	Exhibits

ExhibitNumber	Exhibit Description
2.1	First Amended Joint Chapter 11 Plan of Reorganization for Station Casinos, Inc. and Affiliated Debtors dated July 28, 2010. (Incorporated herein by reference to the Company’s Form 10 filed on November 12, 2010)
3.1	Articles of Organization of the Company. (Incorporated herein by reference to the Company’s Form 10 filed on November 12, 2010)
3.2	Amendment to Articles of Organization of the Company. (Incorporated herein by reference to the Company’s Form 10 filed on November 12, 2010)
10.1	Asset Purchase Agreement, dated as of March 9, 2011, by and between Station GVR Acquisition, LLC and Green Valley Ranch Gaming, LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 10, 2011)
10.2	Credit Agreement dated as of June 16, 2011 by and among the Company, as borrower, Deutsche Bank AG Cayman Islands Branch, JP Morgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG New York Branch, as L/C issuer, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and Deutsche Bank Securities, Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book runners (pursuant to a request for confidential treatment filed with the Securities Exchange Commission by the Company, confidential portions of this exhibit have been omitted and filed separately with the Securities Exchange Commission). (Incorporated herein by reference to the Company’s Current Report on Form 8-K/A dated October 21, 2011)
10.3	Credit Agreement dated as of June 16, 2011 by and among NP Opco LLC, as borrower, Deutsche Bank AG Cayman Islands Branch, as administrative agent, each other lender party thereto, Deutsche Bank AG New York Branch, as L/C issuer, and J.P. Morgan Securities LLC, as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)

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10.4	Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.5	First Lien Credit Agreement dated as of June 16, 2011 by and among GVR Holdco 1 LLC, as holdings, Station GVR Acquisition, LLC, as borrower, the lenders from time to time party thereto and Jeffries Finance LLC, as administrative agent, syndication agent and documentation agent, and Jeffries Finance LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.6	Second Lien Credit Agreement dated as of June 16, 2011 by and among GVR Holdco 1 LLC, as holdings, Station GVR Acquisition, LLC, as borrower, the lenders from time to time party thereto and Jeffries Finance LLC, as administrative agent, syndication agent and documentation agent, and Jeffries Finance LLC and Goldman Sachs Lending Partners LLC as joint lead arrangers and joint book runners. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.7	Non-Competition Agreement dated as of June 16, 2011 by and among the Company and Station Holdco LLC, Fertitta Entertainment LLC and FI Station Investor LLC, FE Propco Management LLC, FE Opco Management LLC, FE GVR Management LLC, Frank J. Fertitta III and Lorenzo J. Fertitta, and German American Capital Corporation and JPMorgan Chase Bank, N.A. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.8	Equityholders Agreement dated as of June 16, 2011 by and among the Company, certain subsidiaries and affiliates of the Company and each other holder of equity interests listed therein. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.9	Ground Lease and Sublease dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.10	Option to Lease or Purchase dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.11	Option to Acquire Interest Under Purchase Contract dated as of June 1, 1993 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.12	First Amendment to Ground Lease and Sublease dated as of June 30, 1995 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.13	Lease Amendment No. 1, dated as of December 23, 1996 by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.14	Second Amendment to Ground Lease and Sublease dated as of January 7, 1997 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.15	Rent Agreement to the First Amendment to Ground Lease and Sublease dated as of March 28, 2003 by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.16	Ground Lease dated as of June 1, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.17	First Amendment to Ground Lease dated as of June 30, 1995 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.18	Lease Amendment No. 1 dated as of December 23, 1996 by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.19	Second Amendment to Ground Lease dated as of January 7, 1997 by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.20	Third Amendment to Ground Lease dated as of June 13, 2011 by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)

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10.21	Rent Agreement to the First Amendment to Ground Lease dated as of May 12, 2000 by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.22	Assignment, Assumption and Consent Agreement (Ground Lease) dated as of July 6, 1995 by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.23	Asset Purchase Agreement dated as of June 7, 2010 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.24	First Amendment to Asset Purchase Agreement dated as of August 26, 2010 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.25	Second Amendment to Asset Purchase Agreement dated as of March 29, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.26	Third Amendment to Asset Purchase Agreement dated as of April 29, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.27	Fourth Amendment to Asset Purchase Agreement dated as of June 15, 2011 by and among Station Casinos, Inc., the subsidiaries of Station Casinos, Inc. listed therein and FG Opco Acquisitions LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.28	Management Agreement dated as of June 16, 2011 by and between the Company and FE Propco Management LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.29	Management Agreement dated as of June 16, 2011 by and between NP Opco LLC and FE Opco Management LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.30	Management Agreement dated as of June 16, 2011 by and between NP Tropicana LLC and FE Landco Management LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.31	Management Agreement dated as of June 16, 2011 by and between Station GVR Acquisition, LLC and FE GVR Management LLC. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated June 23, 2011)
10.32	Indenture dated as of January 3, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo Bank, National Association, as Trustee. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated January 3, 2012)
10.33	Supplemental Indenture dated as of February 22, 2012 among the Company, certain of its wholly owned subsidiaries, as guarantors, and Wells Fargo, National Association, as Trustee. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated February 22, 2012)
21.1	Subsidiaries of the Registrant
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	XBRL Taxonomy Extension Definition Linkbase
101.LAB*	XBRL Taxonomy Extension Label Linkbase
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

138

(b)	None
(c)	None

139

SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STATION CASINOS LLC
	Dated:  By:	/s/ FRANK J. FERTITTA III
March 30, 2012		Frank J. Fertitta III
		Chief Executive Officer and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ FRANK J. FERTITTA III	Chief Executive Officer and President (Principal Executive Officer) Member of Fertitta Holdco LLC, the manager of Fertitta Entertainment LLC, the member of Station Voteco LLC, the member of the Company	March 30, 2012
Frank J. Fertitta III
/s/ MARC J. FALCONE	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	March 30, 2012
Marc J. Falcone
/s/ THOMAS M. FRIEL	Executive Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer)	March 30, 2012
Thomas M. Friel
/s/ LORENZO J. FERTITTA	Manager	March 30, 2012
Lorenzo J. Fertitta
/s/ ROBERT A. CASHELL, JR.	Manager	March 30, 2012
Robert A. Cashell, Jr.
	Manager	March 30, 2012
Stephen J. Greathouse
/s/ JAMES E. NAVE, D.V.M.	Manager	March 30, 2012
James E. Nave, D.V.M.
/s/ ROBERT E. LEWIS	Manager	March 30, 2012
Robert E. Lewis

140

Exhibit 21.1

SUBSIDIARIES OF STATION CASINOS LLC

NP Palace LLC

NP Boulder LLC

NP Red Rock LLC

NP Sunset LLC

NP IP Holdings LLC (80% voting ownership; 100% economic ownership)

NP Development LLC

NP Losee Elkhorn Holdings LLC

NP Landco Holdco LLC:

CV PropCo, LLC

NP Tropicana LLC

GVR Holdco 3 LLC:

GVR Holdco 2 LLC:

GVR Holdco 1 LLC:

Station GVR Acquisition, LLC

NP Opco Holdings LLC:

NP Opco LLC:

NP Fiesta LLC

NP Gold Rush LLC

NP Lake Mead LLC

NP LML LLC

NP Magic Star LLC

NP Rancho LLC

NP Santa Fe LLC

NP Texas LLC

NP River Central LLC

NP Centerline Holdings LLC

NP Durango LLC

NP FH Excess LLC

NP Hanger Leaseco LLC

NP Horizon Park LLC

NP Inspirada LLC

NP Mt. Rose LLC

NP Northern NV Acquisitions LLC

NP Past Enterprises LLC

NP Reno Convention Center LLC

NP ROTMA LLC

NP Steamboat LLC

NP Sunset Lindell LLC

NP Town Center LLC

SC Rancho Development, LLC

NP Green Valley LLC:

Greens Café, LLC (50% ownership)

Town Center Amusements, Inc., A Limited Liability Company (50% ownership)

Sunset GV, LLC (50% ownership)

Losee Elkhorn Properties, LLC (50% ownership)

NP Fresno Land Acquisitions LLC

SC Madera Development, LLC

SC Madera Management, LLC

SC Sonoma Development, LLC

SE Sonoma Management, LLC

NP Sonoma Land Holdings LLC

Sonoma Land Acquisition Company, LLC

NP Auburn Development LLC

Station California, LLC

Station Development, LLC

SC Butte Development, LLC

SC Butte Management, LLC

SC Michigan, LLC:

MPM Enterprises, LLC (50% ownership)

Exhibit 31.1

CERTIFICATION

I, Frank J. Fertitta III, certify that:

1.	I have reviewed this annual report on Form 10-K of Station Casinos LLC;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)	designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2012	/s/ FRANK J. FERTITTA
	Frank J. Fertitta III
	Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Thomas M. Friel, certify that:

1.	I have reviewed this annual report on Form 10-K of Station Casinos LLC;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)	designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 30, 2012	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Executive Vice President, Chief Accounting Officer and
	Treasurer (Principal Accounting Officer)

Exhibit 32.1

Station Casinos LLC

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

1.	Frank J. Fertitta III is the Chief Executive Officer of Station Casinos LLC (the “Company”).
2.	The undersigned certifies to the best of his knowledge:
(A)	The Company’s Form 10-K for the year ended December 31, 2011 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
(B)	The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:     March 30, 2012	/s/ FRANK J. FERTITTA
	Frank J. Fertitta III
	Chief Executive Officer and President

Exhibit 32.2

Station Casinos, Inc.

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

1.	Thomas M. Friel is the Chief Accounting Officer of Station Casinos LLC (the “Company”).
2.	The undersigned certifies to the best of his knowledge:
(A)	The Company’s Form 10-K for the year ended December 31, 2011 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and
(B)	The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:     March 30, 2012	/s/ THOMAS M. FRIEL
	Thomas M. Friel
	Executive Vice President, Chief Accounting Officer and
	Treasurer (Principal Accounting Officer)

EX-99.5

Exhibit 99.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

Commission file number 000-54193

STATION CASINOS LLC

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 27-3312261 (I.R.S. Employer Identification No.)

1505 South Pavilion Center Drive, Las Vegas, Nevada
(Address of principal executive offices)

89135

(Zip Code)

(702) 495-3000

Registrant’s telephone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x (Do not check if a smaller reporting company)	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of May 14, 2012, 100 shares of the registrant’s voting units were outstanding and 100 shares of the registrant’s non-voting units were outstanding.

STATION CASINOS LLC

INDEX

Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets—March 31, 2012 (unaudited) and December 31, 2011	4
	Condensed Consolidated Statements of Operations (unaudited)—Three Months Ended March 31, 2012 (Successor) and March 31, 2011 (Predecessor)	5
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three Months Ended March 31, 2012 (Successor) and March 31, 2011 (Predecessor)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)—Three Months Ended March 31, 2012 (Successor) and March 31, 2011 (Predecessor)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49
Part II.	Other Information	50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	50
Signature		52

2

Part I. Financial Information

Item 1.    Financial Statements

3

STATION CASINOS LLC

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except units data)

	March 31, 2012			December 31, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents (includes Cash and cash equivalents of consolidated variable interest entity of $50 and $12, respectively)	$	100,228		$	95,821
Restricted cash	1,986			2,005
Receivables, net (includes Receivables, net of consolidated variable interest entity of $3,038 and $2,863, respectively)	31,383			27,446
Inventories	8,502			9,144
Prepaid gaming tax	19,056			18,180
Prepaid expenses and other current assets	15,649			11,701
Total current assets	176,804			164,297
Property and equipment, net	2,230,856			2,246,065
Goodwill	195,132			195,132
Intangible assets, net (includes Intangible assets of consolidated variable interest entity of $59,953 and $62,503, respectively)	210,730			214,092
Land held for development	227,067			227,857
Investments in joint ventures	10,250			10,157
Native American development costs	73,282			70,516
Other assets, net (includes Other assets, net of consolidated variable interest entity of $0 and $282, respectively)	51,054			50,233
Total assets	$	3,175,175		$	3,178,349
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt (includes Current portion of long-term debt of consolidated variable interest entity of $0, and $38, respectively)	$	16,393		$	16,380
Accounts payable	17,497			17,240
Accrued interest payable	8,501			2,858
Accrued expenses and other current liabilities (includes Accrued expenses and other current liabilities of consolidated variable interest entity of $780 and $402, respectively)	103,133			92,162
Total current liabilities	145,524			128,640
Long-term debt, less current portion (includes Long-term debt, less current portion, of consolidated variable interest entity of $0 and $244, respectively)	2,152,633			2,178,847
Deficit investments in joint ventures	2,316			2,318
Other long-term liabilities, net	28,242			26,068
Total liabilities	2,328,715			2,335,873
Commitments and contingencies
Members’ equity:
Voting units; 100 units issued and outstanding	—			—
Non-voting units; 100 units issued and outstanding	—			—
Additional paid-in capital	844,876			844,924
Accumulated other comprehensive loss	(21,994		)	(20,154		)
Accumulated deficit	(18,259		)	(25,093		)
Total Station Casinos LLC members’ equity	804,623			799,677
Noncontrolling interest	41,837			42,799
Total members’ equity	846,460			842,476
Total liabilities and members’ equity	$	3,175,175		$	3,178,349

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

(unaudited)

	Successor			Predecessors
	Station Casinos LLC			StationCasinos, Inc.			Green Valley RanchGaming LLC
	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
Operating revenues:
Casino	$	230,179		$	183,353		$	32,502
Food and beverage	60,949			45,137			10,562
Room	27,858			19,248			5,156
Other	16,433			14,385			2,147
Management fees	7,765			4,880			—
Gross revenues	343,184			267,003			50,367
Promotional allowances	(24,985		)	(19,276		)	(4,597		)
Net revenues	318,199			247,727			45,770
Operating costs and expenses:
Casino	88,162			74,760			13,158
Food and beverage	42,294			32,227			6,713
Room	10,880			8,471			1,626
Other	5,875			5,335			1,087
Selling, general and administrative	70,005			57,105			9,483
Corporate	—			7,307			—
Development and preopening	55			1,086			—
Depreciation and amortization	30,701			33,130			5,185
Management fees	11,781			—			1,706
Write downs and other charges, net	451			279			37
Restructuring	—			—			8,020
	260,204			219,700			47,015
Operating income (loss)	57,995			28,027			(1,245		)
Earnings from joint ventures	545			5			—
Operating income (loss) and earnings from joint ventures	58,540			28,032			(1,245		)
Other (expense) income:
Interest expense, net	(49,620		)	(23,619		)	(13,449		)
Interest and other expense from joint ventures	—			(10,441		)	—
Change in fair value of derivative instruments	—			397			—
	(49,620		)	(33,663		)	(13,449		)
Income (loss) before income taxes and reorganization items	8,920			(5,631		)	(14,694		)
Reorganization items, net	—			(9,618		)	—
Income (loss) before income taxes	8,920			(15,249		)	(14,694		)
Income tax benefit	—			5,223			—
Net income (loss)	8,920			(10,026		)	(14,694		)
Less: net income applicable to noncontrolling interest	2,086			1,800			—
Net income (loss) applicable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Gaming LLC members	$	6,834		$	(11,826	)	$	(14,694	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)

	Successor			Predecessors
	Station Casinos LLC			StationCasinos, Inc.			Green Valley RanchGaming LLC
	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2011
Net income (loss)	$	8,920		$	(10,026	)	$	(14,694	)
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(5,030		)	—			—
Less: Reclassification of unrealized losses on interest rate swaps into operations	3,121			—			—
Unrealized loss on interest rate swaps, net	(1,909		)	—			—
Unrealized gain (loss) on available-for-sale securities (a)	69			(31		)	—
Amortization of unrecognized pension and postretirement benefit plan liabilities (a)	—			(10		)	—
Comprehensive income (loss)	7,080			(10,067		)	(14,694		)
Less: comprehensive income attributable to noncontrolling interests	2,086			1,800			—
Comprehensive income (loss) attributable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Gaming LLC members	$	4,994		$	(11,867	)	$	(14,694	)

(a) Amounts for Station Casinos, Inc. are net of tax

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	Successor			Predecessors
	StationCasinos LLC			StationCasinos, Inc.			Green ValleyRanchGaming LLC
	Three Months Ended			Three Months Ended
	March 31, 2012			March 31, 2012
Cash flows from operating activities:
Net income (loss)	$	8,920		$	(10,026	)	$	(14,694	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	30,701			33,130			5,185
Change in fair value of derivative instruments	—			(397		)	—
Write downs and other charges, net	451			279			37
Amortization of debt discount and debt issuance costs	19,580			196			277
Accrued interest—paid in kind	1,017			—			—
Share based compensation	—			3,375			—
(Earnings) losses from joint ventures	(545		)	10,436			—
Reorganization items	—			9,618			—
Changes in assets and liabilities:
Restricted cash	19			(17,529		)	1,600
Receivables, net	(3,937		)	2,958			(1,397		)
Inventories and prepaid expenses	(3,388		)	5,702			(271		)
Deferred income tax	—			(11,318		)	—
Accounts payable	257			306			(2,160		)
Accrued interest	5,643			4,549			13,114
Accrued expenses and other current liabilities	8,646			1,549			(2,168		)
Due to Station Casinos, Inc.	—			—			1,595
Other, net	298			1,536			22
Net cash provided by operating activities before reorganization items	67,662			34,364			1,140
Net cash used for reorganization items	—			(7,895		)	—
Net cash provided by operating activities	67,662			26,469			1,140
Cash flows from investing activities:
Capital expenditures	(12,365		)	(7,899		)	(819		)
Proceeds from sale of property and equipment	32			4			—
Distributions in excess of earnings from joint ventures	449			899			—
Construction contracts payable	1,893			21			—
Native American development costs	(2,766		)	(1,516		)	—
Other, net	(1,452		)	(1,922		)	—
Net cash used in investing activities	(14,209		)	(10,413		)	(819		)
Cash flows from financing activities:
Payments under Successor credit agreements with original maturities of three months or less, net	(5,800		)	—			—
Payments under Successor credit agreements with original maturities greater than three months	(39,178		)	—			—
Payments under STN Term Loan with original maturities greater than three months	—			(625		)	—
Distributions to members	(3,096		)	—			—
Debt issuance costs	(324		)	—			—
Payments on other debt	(648		)	(61		)	—
Net cash used in financing activities	(49,046		)	(686		)	—

7

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(amounts in thousands)

(unaudited)

	Successor		Predecessors
	StationCasinos LLC		StationCasinos, Inc.		Green ValleyRanchGaming LLC
	Three Months Ended March 31, 2012		Three Months Ended March 31, 2011
Cash and cash equivalents:
Increase in cash and cash equivalents	4,407		15,370		321
Balance, beginning of period	95,821		165,357		40,603
Balance, end of period	$	100,228	$	180,727	$	40,924
Supplemental cash flow disclosures:
Cash paid for interest, net of $1,286, $1,707 and $0 capitalized, respectively	$	22,252	$	18,384	$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.    Basis of Presentation

Station Casinos LLC, a Nevada limited liability company (the “Company,” “Station,” “we,” “our,” “us,” or “Successor”), is a gaming and entertainment company that owns and operates nine major hotel/casino properties and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. The Company also manages a casino in southwestern Michigan for a Native American tribe. Station was formed on August 9, 2010 to acquire substantially all of the assets of:

· Station Casinos, Inc. (“STN”) and its subsidiaries (collectively with STN, the “STN Predecessor”) pursuant to (a) the “First Amended Joint Plan of Reorganization for Station Casinos, Inc. and its Affiliated Debtors (Dated July 28, 2010),” as amended (the “SCI Plan”), which was confirmed by order of the U.S. Bankruptcy Court for the District of Nevada, located in Reno, Nevada (the “Bankruptcy Court”) entered on August 27, 2010, and (b) the “First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 20, 2011)” (the “Subsidiaries Plan”), which was confirmed with respect to the Subsidiary Debtors and Aliante Debtors by order of the Bankruptcy Court entered on May 25, 2011; and

· Green Valley Ranch Gaming, LLC (the “GVR Predecessor,” and collectively with STN Predecessor, the “Predecessors”) pursuant to the “First Amended Prepackaged Joint Chapter 11 Plan of Reorganization for Subsidiary Debtors, Aliante Debtors and Green Valley Ranch Gaming, LLC (Dated May 24, 2011)” (the “GVR Plan”), which was confirmed with respect to Green Valley Ranch Gaming, LLC by order of the Bankruptcy Court entered on June 8, 2011.

The SCI Plan, the Subsidiaries Plan and the GVR Plan are collectively referred to herein as the “Plans.” The Plans became effective on June 17, 2011 (the “Effective Date”). Prior to June 17, 2011, the Company conducted no business, other than in connection with the reorganization of the Predecessors, and had no material assets or liabilities. The STN Chapter 11 bankruptcy case is referred to herein as the “Chapter 11 Case” and the Chapter 11 bankruptcy cases of STN Predecessor, the subsidiary debtors and GVR Predecessor are collectively referred to herein as the “Chapter 11 Cases”.

The accompanying condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The interim results reflected in these condensed consolidated financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Company’s Annual Report on Form 10—K for the year ended December 31, 2011.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

On the Effective Date, the Company adopted fresh-start reporting in accordance with Accounting Standards Codification (“ASC”) Topic 852 Reorganizations (“ASC Topic 852”), which results in a new reporting entity for accounting purposes. Fresh—start reporting generally requires resetting the historical net book value of assets and liabilities to their estimated fair values by allocating the entity’s enterprise value to its asset and liabilities as of the Effective Date. Certain fair values differed materially from the historical carrying values recorded on Predecessors’ balance sheets. As a result of the adoption of fresh—start reporting, the Company’s post—emergence condensed consolidated financial statements are prepared on a different basis of accounting than the condensed consolidated financial statements of Predecessors prior to emergence from bankruptcy, including the historical financial statements included in this report, and therefore are not comparable in many respects with Predecessors’ historical financial statements.

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References in this Quarterly Report on Form 10-Q to “Successor” refer to the Company on or after June 17, 2011. Similarly, periods before June 17, 2011 are referred to herein as “Predecessor Periods,” while the periods beginning June 17, 2011 or thereafter are referred to herein as the “Successor Periods.”

For the periods prior to the Effective Date the accompanying condensed consolidated financial statements for the Predecessors were prepared in accordance with ASC Topic 852 which provides accounting guidance for financial reporting by entities in reorganization under the Bankruptcy Code. ASC Topic 852 requires that the financial statements for periods subsequent to the filing of the Chapter 11 Case distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. As a result, revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business, including fresh—start adjustments, debt discharge and other effects of the Plans, were reported separately as reorganization items in the condensed consolidated statements of operations of Predecessors. ASC Topic 852 also requires that the balance sheet distinguish pre—petition liabilities subject to compromise from both those pre—petition liabilities that are not subject to compromise and from post—petition liabilities, and requires that cash used for reorganization items be disclosed separately in the statement of cash flows. Accordingly, STN and GVR Predecessor adopted ASC Topic 852 on July 28, 2009 and April 12, 2011, respectively, and have segregated those items as outlined above for all reporting periods subsequent to the respective petition dates.

Overview of Recent Developments

Long-term Debt. Effective January 3, 2012, pursuant to the terms of the Company’s $1.6 billion credit agreement (the “Propco Credit Agreement”), the lenders elected (a) to fix the interest rate on the $625 million Tranche B-3 loan, and (b) to exchange such fixed rate Tranche B-3 loan for the Senior Notes due 2018 (the “Senior Notes”). Interest accrues on the Senior Notes at an initial annual rate of 3.65%, increasing to 3.66% on June 16, 2012, 3.67% on June 16, 2013, 4.87% on June 16, 2014, 7.22% on June 16, 2016 and 9.54% on June 16, 2017. To the extent the Company has not redeemed or otherwise repaid the entire outstanding principal amount of the Senior Notes on or prior to June 17, 2016 or June 19, 2017, it will be required to pay a duration fee equal to 1% of the aggregate principal amount of Senior Notes outstanding on such dates. The Senior Notes are guaranteed by the Company’s restricted subsidiaries that are guarantors under the Propco Credit Agreement, which are the Company’s subsidiaries that own Red Rock, Palace Station, Boulder Station and Sunset Station, and NP Development LLC and NP Losee Elkhorn Holdings LLC. The Senior Notes are redeemable at any time after December 31, 2012 at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, and the Company is required to offer to purchase the Senior Notes at 100% of the principal amount plus accrued interest thereon in the event of certain change of control transactions and with certain proceeds of asset sales. The costs of the debt issue exchange incurred by the Company are included in other assets, net on the Company’s condensed consolidated balance sheet, and are being amortized to interest expense using the effective interest method over the expected term of the Senior Notes.

The indenture governing the Senior Notes contains certain financial and other covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to make restricted payments or investments, incur additional indebtedness or issue disqualified stock or create subordinated indebtedness that is not subordinated to the Senior Notes or the guarantees, create liens, transfer and sell assets, merge, consolidate or dispose of substantially all of their assets, enter into certain transactions with affiliates, engage in lines of business other than their core business and related businesses, and create restrictions on dividends and other payments by the restricted subsidiaries (see Note 6 for additional information).

Native American Development.  On March 27, 2012, the Federated Indians of Graton Rancheria (“FIGR”) and the State of California entered into a tribal—state gaming compact.  The compact must be ratified by the California legislature and approved by the United States Secretary of the Interior prior to becoming effective.  Once effective, it will regulate gaming at the FIGR’s proposed gaming project in Sonoma County, California.  The compact provides for the FIGR to operate up to 3,000 slot machines at the proposed project in return for sharing 15% of net proceeds with the State of California, Sonoma County, the City of Rohnert Park and other Native American tribes.  Ratification of the Compact by the California legislature was completed on May 10, 2012. No assurances can be provided as to whether the Secretary of the Interior will approve the compact.  The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals and there can be no assurances as to when or if the necessary approvals will be obtained (see Note 5 for additional information).

Equity. On April 30, 2012, FI Station Investor LLC (“FI Station Investor”), an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta, purchased membership interests in Station Holdco LLC, the holder of 100% of the Company’s non-voting

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

units (“Station Holdco”), held by JPMorgan Chase Bank N.A. (“JPM”) and certain other sellers that exercised tag-along rights pursuant to the Company’s equityholders agreement (the “Equityholders Agreement”). As a result of such purchase and the related purchases by other equityholders of Station Holdco, JPM sold all of its membership interest in Station Holdco and FI Station Investor owns approximately 58% of the equity interests in Station Holdco (see Note 9 for additional information).

Principles of Consolidation

The amounts shown in the accompanying condensed consolidated financial statements of the Company include the accounts of the Company, its wholly owned subsidiaries and MPM Enterprises, LLC (“MPM”), which is 50% owned and controlled by the Company and required to be consolidated. Investments in all other 50% or less owned affiliated companies are accounted for under the equity method. The amounts shown in the accompanying condensed consolidated financial statements for STN Predecessor for the period prior to the Effective Date include the accounts of STN, its wholly owned subsidiaries and MPM, which was 50% owned by STN and required to be consolidated. STN’s investments in all other 50% or less owned affiliated companies were accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated.

For the Company and STN Predecessor, the third party holdings of equity interests are referred to as noncontrolling interests. The portion of net income attributable to noncontrolling interests is presented separately on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive income, and the portion of stockholders’ deficit or members’ equity attributable to noncontrolling interests is presented separately on the condensed consolidated balance sheets.

Significant Accounting Policies

A description of the Company’s significant accounting policies can be found in Item 7 of its Annual Report on Form 10—K for the year ended December 31, 2011.

Recently Issued Accounting Standards

A variety of proposed or otherwise potential accounting guidance is currently under study by standard-setting organizations and certain regulatory agencies. Due to the tentative and preliminary nature of such proposed accounting guidance, we have not yet determined the effect, if any, that the implementation of such proposed accounting guidance would have on our condensed consolidated financial statements.

2.    Pro Forma Results of Operations

The following table presents unaudited pro forma results of operations as if the transactions related to the Chapter 11 Cases had been consummated at the beginning of the earliest period reported (amounts in thousands, unaudited):

	Three Months Ended March 31, 2011
Net revenues	$	293,497
Operating income	42,996
Net loss	(4,291		)
Net loss applicable to Station Casinos LLC members	(6,091		)

All costs and expenses not directly affected by the Chapter 11 Cases and related transactions have not been removed in the pro forma adjustments. The pro forma information should not be relied upon as necessarily being indicative of the results that would have been achieved if the transactions related to the Chapter 11 Cases had actually occurred on that date, nor of the results that may be reported in the future.

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3.        Goodwill and Other Intangible Assets

The following table presents the carrying value of goodwill (amounts in thousands, unaudited):

	Station Casinos LLC		Station Casinos, Inc.
	March 31, 2012		March 31, 2011
Goodwill, gross amount	$	195,132	$	2,986,993
Accumulated impairment losses	—		(2,862,680		)
Goodwill, net of accumulated impairment losses	$	195,132	$	124,313

There were no changes in the carrying amount of goodwill during the three months ended March 31, 2012 and 2011, respectively.

Intangible assets, net for the Company as of March 31, 2012 and December 31, 2011 consist of the following (amounts in thousands):

	Station Casinos LLC
	March 31, 2012
	Estimatedlife(years)	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
	(unaudited)
Brands	Indefinite	$	77,200	$	—		$	77,200
License rights	Indefinite	300		—			300
Customer relationships	15	22,800		(1,199		)	21,601
Management contracts	7-20	115,000		(8,129		)	106,871
Beneficial leases	2-10	3,990		(576		)	3,414
Other	1-2	2,050		(706		)	1,344
		$	221,340	$	(10,610	)	$	210,730

	Station Casinos, Inc.
	December 31, 2011
	Estimatedlife(years)	GrossCarryingAmount		AccumulatedAmortization			NetCarryingAmount
Brands	Indefinite	$	77,200	$	—		$	77,200
License rights	Indefinite	300		—			300
Customer relationships	15	22,800		(819		)	21,981
Management contracts	7-20	115,000		(5,554		)	109,446
Beneficial leases	2-10	3,990		(393		)	3,597
Other	1-2	2,050		(482		)	1,568
		$	221,340	$	(7,248	)	$	214,092

The intangible asset for customer relationships refers to the value associated with our rated casino guests. The Company amortizes its finite-lived intangible assets, including its customer relationship intangible asset, using the straight-line method over their estimated useful lives. The aggregate amortization expense for those assets that are amortized under the provisions of ASC Topic 350, Intangibles—Goodwill and Other was approximately $3.4 million and $0.7 million for the three months ended March 31, 2012 (Successor) and March 31, 2011 (STN Predecessor), respectively. Estimated annual amortization expense for intangible assets for the years ended December 31, 2012, 2013, 2014, 2015, and 2016 is anticipated to be approximately $13.4 million, $13.0 million, $12.2 million, $18.3 million, and $18.3 million respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.    Investments in Joint Ventures

The Company has various investments in 50% owned joint ventures in Las Vegas, Nevada, which are accounted for under the equity method. Under the equity method, original investments are initially recorded at cost and are adjusted by the investor’s share of earnings, losses and distributions of the joint ventures. The carrying value of equity method investments may be reduced below zero, resulting in a deficit investment balance, when the investor is committed to provide further financial support for the investee.

Successor

The Company holds 50% equity investments in Barley’s, The Greens and Wildfire Lanes, which are managed by the Company on behalf of the joint ventures. The Company also owns a 50% investment in Losee Elkhorn Properties, LLC which owns undeveloped land in North Las Vegas. These investments are not, in the aggregate, material in relation to the Company’s financial position or results of operations. Operating earnings from joint ventures is shown as a separate line item after operating income, and interest and other expense from joint ventures is shown as a separate component under other expense on the Company’s condensed consolidated statements of operations.

Predecessor

For the Predecessor Period, interest and other expense from joint ventures includes STN’s 50% interest in the mark—to—market valuation of certain joint ventures’ interest rate swaps that were not designated as hedging instruments for accounting purposes. The following table identifies STN’s total equity earnings (loss) from joint ventures (amounts in thousands, unaudited):

	Predecessor
	Station Casinos, Inc.
	Three Months Ended March 31, 2011
Operating earnings from joint ventures	$	5
Interest and other expense from joint ventures	(10,441		)
Net loss from joint ventures	$	(10,436	)

The following table summarizes the results of operations for STN’s joint ventures (amounts in thousands, unaudited):

	Predecessor
	Station Casinos, Inc.
	Three Months Ended March 31, 2011
Net revenues	$	107,961
Operating costs and expenses	104,113
Operating income	3,848
Interest and other expense, net	(39,807		)
Net loss	$	(35,959	)

5.    Native American Development

Following is information about the Native American projects acquired by the Company on the Effective Date, including historical information about the development activities of STN.

The Federated Indians of Graton Rancheria

On April 22, 2003, STN entered into development and management agreements with the FIGR, a federally recognized Native American tribe. Pursuant to those agreements, the Company will assist the FIGR in developing and operating a gaming and entertainment project to be located in Sonoma County, California. The FIGR selected STN to assist them in designing, developing and financing their project, and upon opening, the Company will manage the facility on behalf of the FIGR. As currently contemplated and as described in the Record of Decision for the environmental impact statement, the project would

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

have a total of approximately 535,000 square feet of space, of which approximately 110,000 square feet will be casino, and the remainder of which will be non—casino space, and may include a hotel, banquet and meeting space, multiple bars, a food court and various dining options.

The management agreement has a term of seven years from the date of the opening of the project. The Company will receive a management fee equal to 24% of the facility’s net income in years 1 through 4 and 27% of the facility’s net income in years 5 through 7. The Company will also receive a development fee equal to 2% of the cost of the project upon the opening of the facility. The management agreement may be terminated under certain circumstances, including but not limited to, material breach, changes in regulatory or legal status, and mutual agreement of the parties. There is no provision in the management agreement allowing the FIGR to buy—out the management agreement prior to its expiration. Under the terms of the management agreement, the Company will provide training to the FIGR such that they may assume responsibility for managing the facility upon expiration of the seven—year term of the agreement.

The Company has agreed to provide certain advances for the development of the project, including, but not limited to, monthly payments to the FIGR, professional fees, consulting services, mitigation costs and design and pre-construction services fees. The Company has agreed to assist the FIGR in obtaining third—party financing for the project, however it does not expect such financing will be obtained until shortly before the project commences construction, and as such, the timing of obtaining the financing is uncertain. In addition, there can be no assurance that the Company will be able to obtain third—party financing for the project on acceptable terms or at all. Prior to obtaining such financing, the Company will contribute significant financial support to the project, and through March 31, 2012, the Company and STN have advanced approximately $156.1 million toward the development of the project, primarily to complete the environmental impact study and secure real estate for the project, and the carrying value of these advances is included in Native American development costs on the Company’s combined balance sheet. STN began capitalizing expenditures toward the project in 2003. Advances bear interest at a rate equal to the Company’s weighted cost of capital and are expected to be repaid from the proceeds of the third—party financing or from the FIGR’s gaming revenues, however there can be no assurance that the advances will be repaid. With the adoption of fresh—start reporting, the carrying value of the advances was adjusted to fair value. Through the Effective Date, STN paid approximately $2.0 million in payments related to the achievement of certain milestones, which were expensed as incurred, and the Company has no further commitments to pay milestone payments on this project.

Upon termination or expiration of the management and development agreements, the FIGR will continue to be obligated to repay unpaid principal and interest on the advances from the Company and STN, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the development and management agreements are secured by substantially all of the assets of the project, other than real property. In addition, the development and management agreements contain waivers of the FIGR’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

In August 2005, STN purchased 270 acres of land just west of the Rohnert Park city limits in Sonoma County, California. In March 2006, STN purchased an additional 4.7 acres adjacent to the previously acquired property. The property purchased is approximately one—quarter mile from Highway 101 and approximately 43 miles from downtown San Francisco. The site is easily accessible via Wilfred Avenue and Business Park Drive, and will have multiple points of ingress and egress. In March 2008, it was determined that approximately 254 acres of the 270—acre site purchased in August 2005 would be taken into trust, with the remaining 23 acres retained by STN. Over the period of May 2007 through June 2008, STN purchased an additional 11 acres of land adjacent to the 23-acre site, bringing the total land retained for development by the Company to 34 acres.

On May 7, 2008, the Department of Interior (“DOI”) published in the Federal Register a Notice of Final Agency Determination (the “Determination”) to take certain land into trust for the benefit of the FIGR. The publication commenced a 30-day period in which interested parties could seek judicial review of the Determination. On June 6, 2008, the Stop The Casino 101 Coalition and certain individuals filed a complaint (the “Complaint”) in the United States District Court for the Northern District of California seeking declaratory and injunctive relief against the DOI and officials of the DOI. The Complaint sought judicial review of the Determination. On April 21, 2009, the DOI and FIGR’s motions to dismiss were granted. On June 8, 2009, the plaintiffs filed an appeal (the “Appeal”) in the United States Court of Appeals for the Ninth Circuit (the “Court of Appeals”), and the DOI agreed to voluntarily stay the taking of the site into trust pending resolution of the Appeal. On June 3, 2010, the Court of Appeals affirmed the district court’s dismissal of the Complaint. On July 19, 2010, the plaintiffs filed a petition for rehearing en banc. The Court of Appeals denied plaintiffs’ petition on August 11, 2010. Notwithstanding the fact that plaintiffs’ complaint was dismissed and land has been taken into trust for the FIGR, opponents of the project may still seek to exercise legal remedies to delay or stop the project.

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On October 1, 2010, the Bureau of Indian Affairs of the U.S. Department of the Interior (the “BIA”) accepted approximately 254 acres of land owned by STN into trust on behalf of the FIGR for the development of the project.

On October 1, 2010, the National Indian Gaming Commission (the “NIGC”) informed STN and the FIGR that the NIGC approved the management agreement by and between the FIGR and STN for Class II gaming at the planned gaming and entertainment facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer—aided versions of such games), and non-banked card games. A banked game is one in which players compete against the licensed gaming establishment rather than against one another. The FIGR and the Company are also pursuing approval of Class III gaming, which would permit casino—style gaming at the planned facility, including banked table games, such as blackjack, craps and pai gow, and gaming machines such as slots, video poker, lotteries and pari-mutuel wagering. Pari—mutuel wagering is a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers. Class III gaming would require a compact (the “Compact”) signed by the Governor and ratified by the California legislature, approval of the Compact by the Secretary of the Interior (the “Secretary”) and approval by the NIGC of a modification to the existing management agreement, or a new management agreement, permitting Class III, or casino—style, gaming.

Representatives of FIGR and the Governor of the State of California negotiated the Compact and Governor Brown executed the Compact on March 27, 2012. The Compact provides for the FIGR to operate up to 3,000 slot machines at the proposed project in return for sharing 15% of the net proceeds with the State of California, Sonoma County, the City of Rohnert Park and other Native American tribes, which includes payments due to local authorities under any memorandum of understanding. Assembly Bill 517 (as amended), the legislation necessary to ratify the Compact, was introduced in the California legislature on April 19, 2012. Informational hearings were held in the Senate and Assembly Governmental Organization committees on May 1 and 2, respectively. On May 7, 2012, the California Senate passed A.B. 517 and on May 10, 2012, the California Assembly passed A.B. 517. The FIGR will now submit the Compact to the DOI for consideration by the Secretary.

There can be no assurance that the project will be able to obtain, in a timely fashion or at all, the approvals necessary to conduct Class III, or casino—style, gaming at the facility.

The following table outlines the Company’s evaluation at March 31, 2012 of each of the critical milestones necessary to complete the FIGR project. Both positive and negative evidence was considered in the evaluation.

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	As of March 31, 2012
Federally recognized as a tribe by the (BIA)	Yes
Date of recognition	Federal recognition was terminated during the 1950’s and restored on December 27, 2000. There is currently no evidence to suggest that recognition might be terminated in the future.
Tribe has possession of or access to usable land upon which the project is to be built	Yes, on October 1, 2010 the DOI accepted approximately 254 acres of land for the project into trust on behalf the FIGR.
Status of obtaining regulatory and governmental approvals:
Tribal—State Compact	A compact is not required for Class II gaming; however, the FIGR have entered into a Class III gaming compact with the State of California, which was fully executed on April 27, 2012 and ratified by the California legislature on May 10, 2012.
Approval of gaming compact by DOI	No compact approval by DOI is required for Class II gaming; however, the FIGR have entered into a Class III gaming compact with the State of California and will submit the Compact to DOI for approval by the Secretary. The Company believes the DOI will approve the Compact because the material terms and conditions thereof are consistent with compacts that have previously been approved or allowed to become effective.
Approval of management agreement by NIGC	Yes
Date	October 1, 2010
DOI accepting usable land into trust on behalf of the tribe	Yes
Date	October 1, 2010
Gaming licenses:
Type	Class II
Number of gaming devices allowed	The Compact limits the number of Class III gaming devices to be operated at the facility to 3,000. There is no limitation on the number of Class II gaming devices that the FIGR may operate.
City agreement	The FIGR have entered into a Memorandum of Understanding with the City of Rohnert Park under which the tribe has agreed to pay one—time and recurring mitigation contributions, subject to certain contingencies. Such payments will be included in the 15% of net proceeds payable under the Compact.
Date of city agreement	October 14, 2003
County and other agreements	The FIGR will enter into a memorandum of understanding with Sonoma County specifically defining the mitigation measures for which the FIGR will pay the County. Based upon discussions with representatives of Sonoma County, the Company believes Sonoma County will enter into a memorandum of understanding with the FIGR to mitigate certain local impacts of the project. Mitigation payments will be included in the 15% of net proceeds payable under the Compact.

The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals. The Company plans to continue contributing significant financial support to the project, even though there can be no assurances as to when or if the necessary approvals will be obtained. The Company currently estimates that construction of the facility will begin after the financing for the project has been obtained, which it anticipates to be during the middle of 2012, and the Company estimates that the facility would be completed and opened for business approximately 14 to 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all.

The Company has evaluated the likelihood that the FIGR project will be successfully completed and opened, and has concluded that at March 31, 2012, the likelihood of successful completion is in the range of 90% to 100%. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the project, including the status of required regulatory approvals, and the progress being made toward the achievement of all milestones and the likelihood of successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential

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STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for successful completion or that such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the project even if it is successfully completed and opened for business.

North Fork Rancheria of Mono Indian Tribe

On December 8, 2003, STN entered into development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Native American tribe located near Fresno, California. Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility to be located in Madera County, California. The Company has purchased, for the benefit of the Mono, a 305—acre parcel of land located on Highway 99 north of the city of Madera.

As currently contemplated, the project is expected to include approximately 2,000 slot machines and approximately 60 table games, a hotel and several restaurants. Development of the gaming and entertainment project is subject to certain governmental and regulatory approvals, including, but not limited to, approval by the California legislature of a gaming compact with the State of California, the BIA accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

The Mono entered into memoranda of understanding with the County of Madera, the City of Madera, and the Madera Irrigation District, on August 16, 2004, October 18, 2006, and December 19, 2006, respectively. Under those agreements, the Mono agreed to make monetary contributions to mitigate potential impacts of the project on the community, and also agreed to certain non-monetary covenants. In accordance with these agreements, the tribe has agreed to pay non—recurring mitigation contributions ranging from $13.2 million to $28.2 million and recurring annual mitigation contributions totaling approximately $5.1 million, all of which are subject to CPI adjustments. These contributions are intended to mitigate the impact of the project on law enforcement, public safety, roads and transportation, local land use planning, water conservation and air quality, as well as to provide funding for parks, recreation, economic development, education, behavioral health and certain charitable programs. The Mono’s obligation to pay the contributions is contingent upon certain future events including acceptance of the land into trust, commencement of project construction, and for certain contributions, the opening of the project. The tribe also expects to enter into a mitigation agreement with CalTrans for state road improvements.

On April 28, 2008, the Mono and the State of California entered into a tribal—state Class III gaming compact permitting casino—style gaming. The compact is subject to approval by the California legislature and, if approved, will regulate gaming at the Mono’s proposed gaming and entertainment project to be developed on the site. No assurance can be provided as to whether the California legislature will approve the compact.

On August 6, 2010, the BIA published notice in the Federal Register that the environmental impact statement for the Mono’s casino and resort project had been finalized and was available for review. On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the proposed site would be in the best interest of the Mono and would not be detrimental to the surrounding community. In order for the proposed site to be taken into trust by the DOI for the benefit of the Mono, the Governor of California must concur in the Assistant Secretary’s determination. In the event the Governor concurs, the Assistant Secretary will proceed with a final decision on having the land taken into trust for gaming purposes. Notice of the trust decision would be published in the Federal Register together with the record of decision finalizing the environmental review process. Notwithstanding the Secretary’s decision, opponents of the project may still seek to exercise their legal remedies to delay or stop the project.

Under the terms of the development agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. Prior to obtaining third—party financing, the Company will contribute significant financial support to the project. The Company’s advances are expected to be repaid from the proceeds of the third—party financing or from the Mono’s gaming revenues; however, there can be no assurance that the advances will be repaid. STN began capitalizing reimbursable advances related to this project in 2003. Through March 31, 2012, advances toward the development of the project totaled approximately $17.5 million, primarily to complete the environmental impact study and secure real estate for the project, and the carrying value of these advances is included in Native American development costs on the Company’s combined balance sheet. Reimbursable advances to the Mono bear interest at the prime rate plus 1.5%. With the adoption of fresh—start reporting, the carrying value of the advances was adjusted to fair value. In addition, the Company has agreed to pay approximately $1.3 million of payments upon achieving certain milestones, which will not be reimbursed and will be expensed as incurred. Through March 31, 2012, none of these payments had been made.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The management agreement has a term of seven years from the opening of the facility. The Company will receive a management fee of 24% of the facility’s net income. The management agreement includes termination provisions whereby either party may terminate the agreement for cause, and the agreement may also be terminated at any time upon agreement of the parties. There is no provision in the management agreement allowing the tribe to buy-out the contract prior to its expiration. The management agreement provides that the Company will train the Mono such that they may assume responsibility for managing the facility upon the expiration of the agreement.

Upon termination or expiration of the management and development agreements, the Mono will continue to be obligated to repay unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the development and management agreements are secured by substantially all of the assets of the project. In addition, the development and management agreements contain waivers of the Mono’s sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

The following table outlines the Company’s evaluation at March 31, 2012 of each of the critical milestones necessary to complete the Mono project. Both positive and negative evidence was considered during the evaluation.

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	As of March 31, 2012
Federally recognized as a tribe by the BIA	Yes
Date of recognition	Federal recognition was terminated in 1961 and restored in 1983. There is currently no evidence to suggest that recognition might be terminated in the future.
Tribe has possession of or access to usable land upon which the project is to be built	The Company has acquired usable land for the development of this project on behalf of the Mono. The land has not, however, been accepted into trust for the Mono by the DOI. In determining whether land will be taken into trust for the benefit of the Mono, the Company considered the Secretary’s determination that gaming on the proposed site is in the best interest of the Mono and would not be detrimental to the surrounding community. The Company also considered that the Governor must concur in the Secretary’s decision before land can be taken into trust for the benefit of the Mono.
Status of obtaining regulatory and governmental approvals:
Tribal—State Compact	A compact has been negotiated and was signed by the California governor in 2008 and will be submitted to the California legislature for ratification after the Secretary of the Interior approves taking the land into trust. The Company believes that the compact will be ratified by the legislature due to the precedent set by the ratification of state—tribal gaming compacts in the past.
Approval of gaming compact by DOI	Approval of the gaming compact by the DOI is expected to occur after the compact has been ratified by the California legislature. The Company believes the DOI will approve the compact because the terms and conditions thereof are consistent with past compacts that have been approved.
Record of decision regarding environment impact published by BIA	ROD regarding the Environmental Impact Statement for the project has not yet been published by the BIA. The Company cannot predict the timing of the issuance of the ROD. There is currently no evidence to suggest that a favorable ROD will not be issued. In determining that a favorable ROD will be issued and published, the Company has considered the extensive Environmental Impact Statement that was prepared and the Secretary’s determination that gaming on the proposed site is in the best interest of the Mono and is not detrimental to the surrounding community.
BIA accepting usable land into trust on behalf of the tribe	It is anticipated that the land will be accepted into trust by the DOI after the issuance of the ROD. The Company cannot, however, predict when these events will occur. There is currently no evidence to indicate that the land will not be accepted into trust. In determining that it is probable that the DOI will accept the land into trust, the Company considered the Secretary’s decision concerning gaming on the land. The Company has also considered, however, the need for the Governor’s concurrence and the opposition to the project by other tribes in close proximity to the proposed site.
Approval of management agreement by NIGC	Approval of the management agreement by the NIGC is expected to occur following the BIA’s acceptance of the land into trust. The Company believes the management agreement will be approved because the terms and conditions thereof are acceptable under IGRA and are consistent with previously approved management agreements.
Gaming licenses:
Type	Current plans for the project include Class III gaming, which requires a compact with the State of California and the approval of the NIGC. The compact is subject to the ratification of the California legislature. There is currently no evidence to indicate that the California legislature will not ratify the compact. (See comments above.)
Number of gaming devices allowed	The compact signed by California’s governor permits a maximum of 2,000 slot machines at the facility as currently contemplated, with an option to expand to 2,500 total machines.
Agreements with local authorities	The Mono have entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Company currently estimates that construction of the facility may begin in the second half of 2013 and estimates that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all. The Company expects to obtain third—party financing for the project once all necessary regulatory approvals have been received and construction has commenced; however there can be no assurance that the Company will be able to obtain such financing for the project on acceptable terms or at all.

The Company has evaluated the likelihood that the Mono project will be successfully completed and opened, and has concluded that at March 31, 2012, the likelihood of successful completion is in the range of 60% to 70%. The Company’s evaluation is based on its consideration of all available positive and negative evidence about the status of the project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change the Company’s estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the project even if it is successfully completed and opened for business.

Mechoopda Indian Tribe

On January 12, 2004, STN entered into development and management agreements with the Mechoopda Indian Tribe of Chico Rancheria, California (the “MITCR”), a federally recognized Native American tribe. Pursuant to those agreements, STN agreed to assist the MITCR in developing and operating a gaming and entertainment facility to be located on a portion of an approximately 650—acre site in Butte County, California, at the intersection of State Route 149 and Highway 99, approximately 10 miles southeast of Chico, California and 80 miles north of Sacramento, California. On February 15, 2012, the agreements were terminated. During April 2012, the land that had been purchased by the Company for the project was transferred to the MITCR in exchange for a cash payment of $0.8 million.

Gun Lake Tribe

The Company holds a 50% interest in MPM, which manages the Gun Lake Casino (“Gun Lake”) in Allegan County, Michigan, on behalf of the Match—E—Be—Nash—She—Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. The Gun Lake Casino, which opened in February 2011, is located on approximately 147 acres on U.S, Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan, and includes approximately 1,500 slot machines, 28 table games and various dining options. The Sixth Amended and Restated Management Agreement dated July 12, 2010 (the “Gun Lake Management Agreement”) has a term of seven years from the opening of the facility and provides for a management fee of 30% of the project’s net income to be paid to MPM. Pursuant to the terms of the MPM operating agreement, the Company’s portion of the management fee is 50% of the first $24 million of management fees, 83% of the next $24 million of management fees and 93% of any management fees in excess of $48 million, each calculated on an annual basis.

MPM is considered a variable interest entity under the provisions of ASC Topic 810, Consolidation (“ASC Topic 810”). Under the terms of the MPM operating agreement, STN Predecessor was required to provide the majority of MPM’s financing. In addition, based on a qualitative analysis, the Company believes it directs the most significant activities that impact MPM’s economic performance and has the right to receive benefits and the obligation to absorb losses that could potentially be significant to MPM. As a result, the Company is considered the primary beneficiary of MPM as defined in ASC Topic 810 and therefore consolidates MPM in its condensed consolidated financial statements. The creditors of MPM have no recourse to the general credit of the Company, and the assets of MPM may be used only to settle obligations of MPM.

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6.    Long-term Debt

Long-term debt consists of the following (amounts in thousands):

	March 31, 2012			December 31, 2011
	(unaudited)
Propco Term Loan Tranche B-1, due June 17, 2016, interest at a margin above LIBOR or base rate (3.24% and 3.30% at March 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $19.8 million and $25.0 million, respectively	$	162,403		$	169,952
Propco Term Loan Tranche B-2, due June 17, 2016, interest at a margin above LIBOR or base rate (4.24% and 4.30% at March 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $74.1 million and $77.7 million, respectively	670,244			668,520
Propco Term Loan Tranche B-3, due June 17, 2016, interest at a margin above LIBOR or base rate (2.37% at December 31, 2011), net of unamortized discount of $123.6 million (a)	—			501,369
Propco Senior Notes due June 19, 2018, interest at an increasing fixed rate (3.65% at March 31, 2012), net of unamortized discount of $117.4 million	507,579			—
Propco Revolver due June 17, 2016, interest at a margin above LIBOR or base rate (3.52% and 3.86% at March 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $7.3 million and $7.9 million, respectively	51,947			71,010
Opco Term Loan, due June 17, 2016, interest at a margin above LIBOR or base rate (3.24% and 3.29% at March 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $40.6 million and $42.6 million, respectively	346,078			344,763
Opco Revolver, due June 17, 2016, interest at a margin above LIBOR or base rate (5.25% at December 31, 2011)	—			3,600
GVR First Lien Term Loan, due June 17, 2016, interest at a margin above LIBOR or base rate (6.25% at March 31, 2012 and December 31, 2011)	202,388			206,425
GVR First Lien Revolver, due June 17, 2016, interest at a margin above LIBOR or base rate (7.00% at March 31, 2012 and December 31, 2011)	2,200			4,200
GVR Second Lien Term Loan, due June 17, 2017, interest at a margin above LIBOR or base rate (10.00% at March 31, 2012 and December 31, 2011)	90,000			90,000
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.74% and 3.80% at March 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $16.8 million and $17.5 million, respectively	90,398			88,950
Other long-term debt, weighted-average interest of 3.94% and 3.95% at March 31, 2012 and December 31, 2011, respectively, maturity dates ranging from 2018 to 2027	45,789			46,438
Total long-term debt	2,169,026			2,195,227
Current portion of long-term debt	(16,393		)	(16,380		)
Total long-term debt, net	$	2,152,633		$	2,178,847

(a) Effective January 3, 2012, the Tranche B-3 term loan was converted to fixed rate Senior Notes at the election of the lenders.

Effective June 17, 2011, the Company and its subsidiaries entered into:

· The Propco Credit Agreement with Deutsche Bank AG Cayman Islands Branch, as administrative agent, the other lender parties thereto, consisting of a term loan facility in the principal amount of $1.575 billion (the “Propco Term Loan”) and a revolving credit facility in the amount of $125 million (the “Propco Revolver”). On January 3, 2012 an aggregate principal amount of $625 million in term loans outstanding under the Propco Credit Agreement was exchanged for Senior Notes. Immediately following the exchange, an aggregate of $941 million in term loans remained outstanding under the Propco Credit Agreement.

· A new credit agreement (the “Opco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties there to, consisting of approximately $436 million in aggregate principal amount of term loans and a revolving credit facility in the amount of $25 million; and

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

· An amended and restated credit agreement (the “Restructured Land Loan”) with the Deutsche Bank AG Cayman Islands Branch and JPM as initial lenders (the “Land Loan Lenders”), consisting of a term loan facility with a principal amount of $105 million; and

· A new first lien credit agreement with Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders (collectively, the “GVR Lenders”), consisting of a revolving credit facility in the amount of $10 million (the “GVR First Lien Revolver”) and a term loan facility in the amount of $215 million (the “GVR First Lien Term Loan and together with the GVR First Lien Revolver, the “GVR First Lien Credit Agreement”), and a new second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the “GVR Second Lien Term Loan” and together with the GVR First Lien Credit Agreement, the “GVR Credit Agreements”).

The Propco Credit Agreement, the Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the “Credit Agreements”. The Credit Agreements contain a number of covenants that impose significant operating and financial restrictions on the Company, including restrictions on the Company and its subsidiaries’ ability to, among other things: (a) incur additional debt or issue certain preferred units; (b) pay dividends on or make certain redemptions, repurchases or distributions in respect of the Company’s membership interests or make other restricted payments; (c) make certain investments; (d) sell certain assets; (e) create liens on certain assets; (f) consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; and (g) enter into certain transactions with its affiliates. In addition, the Credit Agreements contain certain financial covenants, including minimum interest coverage ratio, total leverage ratio and maximum capital expenditures.

The Credit Agreements also contain certain events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act events; material judgments; and a change of control.

Propco Credit Agreement

As of the Effective Date, the Company, as borrower, entered into the Propco Term Loan and the Propco Revolver. The Propco Term Loan originally had three tranches: Tranche B-1 in the principal amount of $200 million, Tranche B-2 in the principal amount of $750 million and Tranche B-3 in the principal amount of $625 million. The initial maturity date of the loans made under the Propco Credit Agreement is on the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of an extension fee equal to 1.00% of the outstanding principal amount of the term loans, plus the revolving credit commitments, for each extension, and pro forma compliance with total leverage and interest coverage ratios. Effective January 3, 2012, pursuant to the terms of the Propco Credit Agreement, the lenders thereunder elected (a) to fix the interest rate on the $625 million Tranche B-3 loan, and (b) to exchange such fixed rate Tranche B-3 loans for the Senior Notes. See Senior Notes below for additional information.

Interest accrues on the principal balance of the outstanding amounts under the Tranche B-1 loans at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% in the sixth year if the Company elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if the Company elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Interest accrues on the Tranche B-2 loan at a rate per annum, as selected by the Company of not more than LIBOR plus 4.00% or base rate plus 3.00%. Interest accrues on the principal balance of the outstanding amounts under the Propco Revolver at the rate per annum, as selected by the Company, of not more than LIBOR plus 3.00% or base rate plus 2.00%. Additionally, the Company is subject to a fee of 0.50% for the unfunded portion of the Propco Revolver.

The Company is required to hedge 50% of the outstanding principal balance of the term loans for a period of no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, the Company entered into a floating-to-fixed interest rate swap with a notional amount of $850 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the Company pays a fixed rate of approximately 1.29% and receives one-month LIBOR.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Propco Credit Agreement contains certain financial and other covenants, including a total leverage ratio and a minimum interest coverage ratio in each case with testing beginning with the fiscal quarter ending December 31, 2012. The Propco Credit Agreement also limits capital expenditures. The Company is in compliance with all Propco Credit Agreement covenants as of March 31, 2012. The Company is not required to make principal payments prior to maturity of the Propco Credit Agreement other than (a) quarterly payments of an amount equal to 0.25% of the aggregate principal amount of the Tranche B-1 and Tranche B-2 loans outstanding on the Effective Date, (b) prepayments of the Tranche B-1 loans (and Tranche B-2 loans after Tranche B-1 has been paid in full) of 75% of excess cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 6.00:1.00, 50% of excess cash flow if the total leverage ratio is less than 6.00:1.00 but greater than or equal to 4.00:1.00, or 25% if the total leverage ratio is less than 4.00:1.00; (c) prepayments with proceeds of certain asset sales, events of loss, incurrence of debt and equity issuances, and (d) prepayments of the Propco Revolver of unrestricted cash in excess of $15 million (which do not permanently reduce the revolving loan commitment) .

The Propco Credit Agreement is guaranteed by all subsidiaries of the Company except its unrestricted subsidiaries. The Propco Credit Agreement is secured by a pledge of the Company’s equity (including equity held by Station Holdco and Station Voteco LLC in the Company), together with all tangible and intangible assets of the Company and its restricted subsidiaries, including a pledge by the Company of the stock of NP Opco Holdings LLC (“NP Opco Holdings”), GVR Holdco 3 LLC, and NP Landco Holdco LLC (“NP Landco Holdco”).

Senior Notes

Effective January 3, 2012, pursuant to the terms of its credit agreement providing for $1.6 billion in term loans (the “Propco Credit Agreement”), the Company issued $625 million in aggregate principal amount of Senior Notes in exchange for $625 million in principal amount of Tranche B-3 loans that were outstanding under the Propco Credit Agreement.  The Senior Notes were issued pursuant to an indenture, dated as of January 3, 2012 (as amended, the “Indenture”), among the Company, NP Boulder LLC, NP Palace LLC, NP Red Rock LLC, NP Sunset LLC, NP Development LLC, NP Losee Elkhorn Holdings LLC (each, a wholly owned subsidiary of the Company and as a guarantor, the “Guarantors”) and Wells Fargo Bank, National Association, as Trustee.  Interest will accrue on the Senior Notes at 3.65% per annum from January 3, 2012 until June 16, 2012, and will increase to 3.66% per annum on June 16, 2012, 3.67% per annum on June 16, 2013, 4.87% per annum on June 16, 2014, 7.22% per annum on June 16, 2016, and 9.54% per annum on June 16, 2017.  In addition, the Company is required to pay a duration fee equal to 1% of the then aggregate outstanding amount (if any) of the Senior Notes on each of June 17, 2016 and June 19, 2017.  The Company will pay interest semi-annually in arrears on June 15 and December 15 of each year commencing June 15, 2012.

On or after December 31, 2012, the Company may redeem the Senior Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, duration fees and Additional Interest (as defined in the Indenture), if any, on the Senior Notes redeemed, to the applicable redemption date.

If the Company experiences certain Change of Control events (as defined in the Indenture) or makes certain asset sales, the Company must offer to repurchase the Senior Notes at a purchase price in cash equal to 100% of the aggregate principal amount of Senior Notes plus accrued and unpaid interest thereon, duration fees and Additional Interest, if any, to the date of repurchase.

The Indenture contains certain covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to:

· incur additional indebtedness;

· create, incur or suffer to exist certain liens;

· make distributions on equity interests or repurchase equity interests;

· make certain investments;

· place restrictions on the ability of subsidiaries to pay dividends or make other distributions to the Company;

· sell certain assets or merge with or consolidate into other companies; and

· enter into certain types of transactions with the stockholders and affiliates.

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STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture.  The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on such Senior Notes to be declared due and payable.

Opco Credit Agreement

As of the Effective Date, a subsidiary of the Company, NP Opco LLC (“Opco”), as borrower, entered into the Opco Credit Agreement consisting of (a) a term loan facility in the principal amount of approximately $435.7 million (the “Opco Term Loan”), and (b) a revolving credit facility in the maximum amount of $25 million, the availability of which is subject to standard continuing conditions (the “Opco Revolver”). Opco has the option, after the first anniversary of the Effective Date, to solicit lending commitments to increase the amount of the Opco Revolver by up to an additional $25 million. The initial maturity date is the fifth anniversary of the Effective Date but may be extended for two additional one-year periods, subject to the absence of defaults, accuracy of representations and warranties, payment of a 1% extension fee for each extension, and pro forma compliance with total leverage and interest coverage ratios. Interest accrues on the principal balance of loans at the rate per annum, as selected by Opco, of not more than LIBOR plus 3.00% or base rate plus 2.00% for the first three years of the term; LIBOR plus 3.50% or base rate plus 2.50% for the fourth and fifth year; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if Opco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% for the seventh year if Opco elects to exercise the second optional extension of the maturity of the loans. The base rate is subject to a floor equal to one-month LIBOR plus 1.00%. Additionally, Opco is subject to a fee of 0.50% for the unfunded portion of the Opco Revolver. Opco is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than three years from the date of entry into the applicable swap. Pursuant to this requirement, Opco entered into a floating-to-fixed interest rate swap with a notional amount of $260.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, Opco pays a fixed rate of approximately 1.34% and receives one-month LIBOR.

The Opco Credit Agreement contains certain financial and other covenants. These include a maximum total leverage ratio and a minimum interest coverage ratio, which covenants commence on the earlier of 18 months after the Effective Date or the date on which aggregate investments by Opco deemed to have been made due to the designation of restricted subsidiaries as unrestricted subsidiaries exceed $10 million. The Opco Credit Agreement also limits capital expenditures. The Company is in compliance with all Opco Credit Agreement covenants as of March 31, 2012 . Opco is not required to make principal payments prior to the maturity of the Opco Credit Agreement other than (a) quarterly payments of $663,768 for application to the Opco Term Loans, (b) commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess cash flow, net of a credit for payments made pursuant to (a) above, if the total leverage ratio is equal to or greater than 3.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 3.50:1.00 but greater than or equal to 2.50:1.00, or 25% if the total leverage ratio is less than 2.50:1.00; (c) prepayments with proceeds of certain asset sales, reimbursements of investments, events of loss, incurrence of debt and equity issuances; and (d) prepayments of the Opco Revolver of unrestricted cash in excess of $7.5 million (which do not permanently reduce the revolving loan commitment).

The Opco Credit Agreement is guaranteed by NP Opco Holdings and all subsidiaries of Opco except unrestricted subsidiaries. The Opco Credit Agreement is secured by a pledge of Opco equity, together with all tangible and intangible assets of Opco Holdings, Opco and its subsidiaries (other than property of unrestricted subsidiaries and subject to limitations required by applicable gaming laws).

Restructured Land Loan

As of the Effective Date, an indirect wholly owned subsidiary of the Company, CV PropCo, LLC (“CV Propco”), as borrower, entered into the Restructured Land Loan in the principal amount of $105 million. The initial maturity date of the Restructured Land Loan is June 16, 2016. Interest accrues on the principal balance at the rate per annum, at the option of the Company of LIBOR plus 3.50% or base rate plus 2.50% for the first five years; LIBOR plus 4.50% or base rate plus 3.50% for the sixth year if CV Propco elects to exercise the first optional extension of the maturity of the loans; and LIBOR plus 5.50% or base rate plus 4.50% in the seventh year if CV Propco elects to exercise the second optional extension of the maturity of the loans. All interest on the Restructured Land Loan will be paid in kind for the first five years. CV Propco has two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to 1.00% extension fee for each year, a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. Interest accruing in the sixth and seventh years shall be paid in cash. There is no scheduled minimum amortization prior to final stated maturity, but the Restructured Land Loan is subject to mandatory prepayments with excess cash and, subject to certain exceptions, with casualty or condemnation proceeds. The Restructured Land Loan is guaranteed by NP Tropicana LLC (“NP Tropicana”, an indirect subsidiary of the Company), NP

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STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Landco Holdco (a subsidiary of the Company and parent of CV Propco and NP Tropicana LLC) and all subsidiaries of CV Propco and secured by a pledge of CV Propco and NP Tropicana equity and all tangible and intangible assets of NP Tropicana, NP Landco Holdco and CV Propco and its subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding the Wild Wild West Gambling Hall and Hotel (“Wild Wild West”), and the leasehold interest in the land on which the Wild Wild West is located. The land carry costs of CV Propco are supported by the Company under a limited support agreement and recourse guaranty (the “Limited Support Agreement”) that provides for a guarantee from the Company to the Land Loan Lenders of: (a) the net operating costs of CV Propco and NP Tropicana, including (i) timely payment of all capital expenditures, taxes, insurance premiums, other land carry costs and indebtedness (excluding debt service for the Restructured Land Loan) payable by CV Propco and (ii) rent, capital expenditures, taxes, management fees, franchise fees, maintenance, operations and ownership payable by NP Tropicana; and (b) certain recourse liabilities of CV Propco and NP Tropicana under the Restructured Land Loan, including, without limitation, payment and performance of the Restructured Land Loan in the event any of CV Propco, NP Landco Holdco or NP Tropicana files or acquiesces in the filing of a bankruptcy petition or similar legal proceeding. As part of the consideration for the Land Loan Lenders’ agreement to enter into the Restructured Land Loan, CV Propco and NP Tropicana issued warrants to the Land Loan Lenders (or their designees) for up to 60% of the outstanding equity interests of each of CV Propco and NP Tropicana exercisable for a nominal exercise price commencing on the earlier of (i) the date that the Restructured Land Loan is repaid, (ii) the date CV Propco sells any land to a third party, and (iii) the fifth anniversary of the Restructured Land Loan.

GVR Credit Agreements

As of the Effective Date, Station GVR Acquisition, LLC, as borrower (“GVR Borrower”), entered into the GVR First Lien Credit Agreement which consists of the $10 million GVR First Lien Revolver and the $215 million GVR First Lien Term Loan and the GVR Second Lien Credit Agreement consisting of the $90 million GVR Second Lien Term Loan. The maturity date of the GVR First Lien Term Loan is the fifth anniversary of the Effective Date and the maturity date of the GVR Second Lien Term Loan is the sixth anniversary of the Effective Date. The GVR First Lien Term Loan has scheduled quarterly minimum amortization payments in the amount of 1% per annum. There are no scheduled minimum amortization payments of the GVR Second Lien Term Loan prior to final stated maturity. The GVR Credit Agreements are subject to customary mandatory prepayments, including sale of equity or issuance of debt and commencing with the fiscal year ended December 31, 2011, annual prepayments of 75% of excess cash flow if the total leverage ratio is equal to or greater than 4.50:1.00, 50% of excess cash flow if the total leverage ratio is less than 4.50:1.00, in each case, to maintenance of minimum liquidity of $3 million. Interest accrues on the GVR First Lien Term Loan at the rate per annum, at the option of the Company of LIBOR plus 4.75% with a 1.50% LIBOR floor or base rate plus 3.75% with a 2.50% base rate floor and interest accrues on the GVR Second Lien Term Loan at the rate per annum, at the option of the Company of LIBOR plus 8.50% with a 1.50% LIBOR floor or a base rate plus 7.50% with a 2.50% base rate floor. The GVR Borrower is required to hedge 50% of the outstanding principal balance of its term loan for a period no less than two years from the date of entry into the applicable swap. Pursuant to this requirement, the GVR Borrower entered into a floating-to-fixed interest rate swap with a notional amount of $228.5 million (such notional amount reducing over the life of the arrangement), terminating July 1, 2015, which effectively converts a portion of its floating-rate debt to a fixed rate. Under the terms of the interest rate swap, the GVR Borrower pays a fixed rate of approximately 2.03% and receives one-month LIBOR, subject to a minimum of 1.50%.

The GVR Credit Agreements contain certain financial and other covenants including a maximum total leverage ratio and a fixed charge coverage ratio. The GVR Credit Agreements also limit capital expenditures. The GVR Credit Agreements are guaranteed by all subsidiaries of GVR Borrower and its immediate parent company, GVR Holdco 1 LLC (“GVR Holdco”) and is secured by first lien and second lien pledges of GVR Borrower equity, together with first and second priority liens on all tangible and intangible assets of GVR Holdco and its subsidiaries that may be pledged as collateral pursuant to applicable law. At March 31, 2012, the GVR Borrower is in compliance with all covenants related to the GVR Credit Agreements.

Borrowing Availability

At March 31, 2012, the Company’s borrowing availability was $57.2 million under the Propco Credit Agreement, $21.5 million under the Opco Credit Agreement, and $7.8 million under the GVR Credit Agreements.

25

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7 .    Derivative Instruments

Successor

The Company’s objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, the Company uses interest rate swaps as a primary part of its cash flow hedging strategy. The Company’s interest rate swaps utilized as cash flow hedges involve the receipt of variable–rate payments in exchange for fixed–rate payments over the life of the agreements without exchange of the underlying notional amount. The Company does not use derivative financial instruments for trading or speculative purposes and has no derivative instruments that are not designated in hedging relationships.

In July 2011, the Company entered into three floating–to–fixed interest rate swaps with initial notional amounts totaling $1.3 billion which effectively convert a portion of its floating–rate debt to fixed rates. Under the terms of the swap agreements, the Company pays fixed rates ranging from 1.29% to 2.03% and receives variable rates based on one-month LIBOR (subject to a minimum of 1.50% for one swap with an initial notional amount of $228.5 million). The agreements terminate in 2015, and the notional amounts decrease over the life of the arrangements. The Company designated these interest rate swaps as cash flow hedges in accordance with the accounting guidance in ASC Topic 815, Derivatives and Hedging . As of March 31, 2012 , the Company had not posted any collateral related to these agreements; however, the Company’s obligations under the swaps are subject to the security and guarantee arrangements applicable to the related credit agreements.

Each swap agreement contains cross–default provisions under which the Company could be declared in default on its obligations under such agreement if certain conditions of default exist on the related Credit Agreement. As of March 31, 2012, the termination value of the interest rate swaps was a net liability of $24.7 million which represents the amount the Company could have been required to pay to settle the obligations had it been in breach of the provisions of the swap arrangements.

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in other comprehensive income (loss) are reclassified as an adjustment to interest expense. Gains or losses on any ineffective portion of derivative instruments in cash flow hedging relationships would be recorded as a component of other income or expense in the condensed consolidated statements of operations. At March 31, 2012, the Company’s hedges had no ineffectiveness.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the condensed consolidated balance sheet as of March 31, 2012 (amounts in thousands, unaudited):

	Balance sheet classification	Fair value
Derivatives designated as hedging instruments:
Interest rate swaps	Other long-term liabilities	$	21,956

The table below presents the effect of the Company’s derivative financial instruments on the condensed consolidated statement of operations for the three months ended March 31, 2012 (amounts in thousands, unaudited):

Derivatives in Cash Flow Hedging	Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)		Location of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective	Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)		Location of Gain or (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from	Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Relationships	Three Months Ended March 31, 2012		Portion)	Three Months Ended March 31, 2012		Effectiveness Testing)	Three Months Ended March  31, 2012
Interest rate swaps	$	5,030	Interest expense, net	$	3,121	Change in fair value of derivative instruments	$	—

Approximately $10.9 million of the deferred losses included in accumulated other comprehensive loss on the Company’s condensed consolidated balance sheet at March 31, 2012 is expected to be reclassified into earnings during the next 12 months.

26

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Predecessors

The Predecessors used derivatives to add stability to interest expense and to manage exposure to interest rate movements or other identified risks. To accomplish this objective, Predecessors primarily used interest rate swaps and interest rate caps as part of their cash flow hedging strategies. Predecessors did not use derivative financial instruments for trading or speculative purposes.

On January 24, 2011, STN’s floating–to–fixed interest rate swap with a notional amount of $250 million matured. This interest rate swap was not designated as a hedging instrument and as a result, gains or losses resulting from the change in fair value of this swap were recognized in earnings in the period of the change. STN paid a fixed rate of approximately 3.0% and received one–month LIBOR on this interest rate swap.

Presented below are the effects of derivative instruments on STN’s condensed consolidated statements of operations (amounts in thousands, unaudited):

	Three Months Ended March 31, 2011
STN Predecessor:
Amounts included in change in fair value of derivative instruments:
Gains from interest rate swaps not designated as hedging instruments	$	397
Total derivative gains included in condensed consolidated statements of operations	$	397

The difference between amounts received and paid under Predecessors’ interest rate swap agreements, as well as any costs or fees, is recorded as an addition to, or reduction of, interest expense as incurred over the life of the interest rate swaps. The following table shows the net effect of derivative instruments on Predecessors’ interest and other expense and STN’s proportionate share of the net effect of interest rate swaps of its 50% owned joint ventures (amounts in thousands, unaudited):

	Three Months Ended March 31, 2011
STN Predecessor:
Increase in interest expense	$	464
Increase in interest and other expense from joint ventures	118
	$	582
GVR Predecessor:
Increase in interest and other expense	$	178

27

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

8.    Fair Value Measurements

Successor

Assets Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets measured at fair value on a recurring basis at March 31, 2012 and December 31, 2011, and indicates the level in the fair value hierarchy of the valuation techniques utilized to determine such fair value (amounts in thousands):

			Fair Value Measurement at Reporting Date Using
	Balance as of March 31, 2012		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
	(unaudited)
Assets
Available-for-sale securities (a)	$	271	$	271	$	—	$	—
Total assets measured at fair value on a recurring basis	$	271	$	271	$	—	$	—
Liabilities
Interest rate swaps	$	21,956	$	—	$	21,956	$	—
Total liabilities measured at fair value on a recurring basis	$	21,956	$	—	$	21,956	$	—

			Fair Value Measurement at Reporting Date Using
	Balance as of December 31, 2011		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	203	$	203	$	—	$	—
Total assets measured at fair value on a recurring basis	$	203	$	203	$	—	$	—
Liabilities
Interest rate swaps	$	20,047	$	—	$	20,047	$	—
Total liabilities measured at fair value on a recurring basis	$	20,047	$	—	$	20,047	$	—

(a) Available-for-sale securities are included in other assets in the accompanying condensed consolidated balance sheets.

The fair value of available-for-sale securities is based on quoted prices in active markets. The fair values of interest rate swaps are based on quoted market prices from various banks for similar instruments. These quoted market prices are based on relevant factors such as the contractual terms of the interest rate swap agreements and interest rate curves and are adjusted for the non-performance risk of either the Company or its counterparties, as applicable. In conjunction with the Financial Accounting Standards Board’s fair value measurement guidance, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio.

Fair Value of Long-term Debt

The following table presents information about the estimated fair value of the Company’s long-term debt compared with its carrying value (amounts in millions):

	March 31, 2012		December 31, 2011
	(unaudited)
Aggregate fair value	$	2,144.7	$	2,082.4
Aggregate carrying amount	2,169.0		2,195.2

The estimated fair value of the Company’s long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value measurement hierarchy.

28

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

9.    Members’ Equity

On April 30, 2012, FI Station Investor purchased membership interests in Station Holdco from JPM and certain other sellers that exercised tag-along rights pursuant to the Equityholders Agreement. As a result of such purchase and the related purchases by other equityholders of Station Holdco, JPM sold all of its membership interest in Station Holdco and FI Station Investor owns approximately 58% of the equity interests in Station Holdco. In connection with the sale of Station Holdco membership interests by JPM, Stephen Greathouse, the member of the board of managers of the Company who was designated by JPM, resigned as a member of the board of managers of the Company, Holdco and certain subsidiaries of the Company, and, subject to the receipt of any approvals under applicable gaming laws, the Station Voteco LLC units held by Mr. Greathouse as the designee of JPM will be redeemed for no consideration.

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss are as follows (amounts in thousands):

	March 31, 2012			December 31, 2011
	(unaudited)
Unrealized losses on interest rate swaps	$	(21,956	)	$	(20,047	)
Unrealized loss on available-for-sale securities	(38		)	(107		)
Accumulated other comprehensive loss	$	(21,994	)	$	(20,154	)

Changes in Equity and Noncontrolling Interests

The changes in equity and noncontrolling interest from December 31, 2011 through March 31, 2012 are as follows (amounts in thousands):

	Voting units		Non-voting units		Additional paid-in capital			Accumulated other comprehensive loss			Accumulated deficit			Total Station Casinos LLC members’ equity (deficit)			Noncontrolling interest			Total members’ equity (deficit)
Balances, December 31, 2011	$	—	$	—	$	844,924		$	(20,154	)	$	(25,093	)	$	799,677		$	42,799		$	842,476
Unrealized losses on interest rate swaps	—		—		—			(1,909		)	—			(1,909		)	—			(1,909		)
Unrealized gain on available-for-sale securities	—		—		—			69			—			69			—			69
Distributions	—		—		(48		)	—			—			(48		)	(3,048		)	(3,096		)
Net income	—		—		—			—			6,834			6,834			2,086			8,920
Balances, March 31, 2012 (unaudited)	$	—	$	—	$	844,876		$	(21,994	)	$	(18,259	)	$	804,623		$	41,837		$	846,460

29

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.    Share-Based Compensation

Predecessor

The following table shows the classification of share-based compensation expense within the condensed consolidated statement of operations (amounts in thousands, unaudited):

	Station Casinos, Inc.
	Three Months Ended March 31, 2011
Casino	$	2
Selling, general and administrative	164
Corporate	3,172
Development and preopening	37
Share-based compensation recognized as expense	3,375
Tax benefit	(1,182		)
Share-based compensation expense, net of tax	$	2,193

At March 31, 2011, unearned share—based compensation associated with STN’s Class B Units and Class C Units was approximately $22.3 million. During the three months ended March 31, 2011, there were no Class B Units or Class C Units granted.

11.    Write-downs and other charges, net

Write-downs and other charges, net includes various pretax charges to record losses on asset disposals and other non-routine transactions, excluding the effects of the Chapter 11 Cases and related transactions, which are reflected in the reorganization items in the condensed consolidated statements of operations. Write-downs and other charges, net were as follows (amounts in thousands, unaudited):

	Successor		Predecessor
	StationCasinos LLC		StationCasinos, Inc.		Green Valley Ranch Gaming LLC
	Three Months Ended March 31, 2012		Three Months Ended March 31, 2011
Loss on disposal of assets, net	$	19	$	62	$	—
Other charges, net	432		217		37
Write-downs and other charges, net	$	451	$	279	$	37

12.     Reorganization Items

Predecessor

Reorganization items represent amounts incurred as a direct result of the Chapter 11 Cases and are presented separately in the condensed consolidated statements of operations. The components of reorganization items were as follows (amounts in thousands, unaudited):

	Station Casinos, Inc.
	Three Months Ended March 31, 2011
Professional fees and retainers	$	9,380
Other	238
Reorganization items, net	$	9,618

Professional fees include financial, legal and other services directly associated with the reorganization process. Cash payments for professional fees and retainers and other reorganization items for the three months ended March 31, 2011 totaled $7.9 million.

30

13.    Income Taxes

Successor

The Company is a limited liability company treated as a partnership for income tax purposes and as such, is a pass-through entity and is not liable for income tax in the jurisdictions in which it operates. As a result, no provision for income taxes has been made in Successor’s condensed consolidated financial statements. Each member of the Company includes its respective share of the Company’s taxable income in its income tax return. Due to the Company’s status as a pass-through entity, it has recorded no liability associated with uncertain tax positions.

Predecessor

For the three months ended March 31, 2011, STN’s effective tax rate was 34.3%.

14 .    Commitments and Contingencies

Successor

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of the following matters and litigation inherently involves significant costs.

Predecessors

Bankruptcy Proceedings

Through the Effective Date, the Predecessors conducted their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

15 .    Condensed Consolidating Financial Information

As described in Note 6—Long-Term Debt, on January 3, 2012 the Company issued the Senior Notes, which are guaranteed by certain wholly owned subsidiaries of the Company. The following condensed consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantor Subsidiaries are wholly owned subsidiaries of the Company (the issuer of the Senior Notes), (ii) the guarantees are full, unconditional and joint and several, and (iii) no other subsidiaries of the Company guarantee the Senior Notes.

CONDENSED CONSOLIDATING BALANCE SHEETS

MARCH 31, 2012

(Amounts in thousands, unaudited)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations		Consolidated
ASSETS
Cash and cash equivalents	$	4	$	46,662	$	53,562	$	—	$	100,228
Restricted cash	1,570		50		366		—		1,986
Receivables, net	1,542		15,946		13,895		—		31,383
Inventories	9		4,861		3,632		—		8,502
Prepaid gaming tax	—		9,901		9,155		—		19,056
Prepaid expenses and other current assets	2,450		6,414		6,785		—		15,649
Total current assets	5,575		83,834		87,395		—		176,804
Property and equipment, net	48,088		1,324,445		858,323		—		2,230,856
Goodwill	1,234		177,820		16,078		—		195,132
Other intangible assets, net	1,000		60,834		148,896		—		210,730

31

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)

MARCH 31, 2012

(Amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Land held for development	—			—			227,067			—			227,067
Investments in joint ventures	—			—			10,250			—			10,250
Native American development costs	—			—			73,282			—			73,282
Investments in subsidiaries	2,298,192			—			—			(2,298,192		)	—
Other assets, net	8,256			12,852			29,946			—			51,054
Total assets	$	2,362,345		$	1,659,785		$	1,451,237		$	(2,298,192	)	$	3,175,175
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	11,077		$	246		$	5,070		$	—		$	16,393
Accounts payable	2,126			8,274			7,097			—			17,497
Accrued interest payable	7,475			41			985			—			8,501
Accrued expenses and other current liabilities	8,602			51,664			42,867			—			103,133
Intercompany payables (receivables)	91,710			(98,110		)	6,400			—			—
Total current liabilities	120,990			(37,885		)	62,419			—			145,524
Long-term debt, less current portion	1,421,878			2,085			728,670			—			2,152,633
Investments in joint ventures, deficit	—			—			2,316			—			2,316
Other long-term liabilities, net	14,854			—			13,388			—			28,242
Total liabilities	1,557,722			(35,800		)	806,793			—			2,328,715
Members’ equity:
Paid-in capital	844,876			1,620,240			604,361			(2,224,601		)	844,876
Accumulated other comprehensive loss	(21,994		)	—			(7,102		)	7,102			(21,994		)
(Accumulated deficit) retained earnings	(18,259		)	75,345			5,348			(80,693		)	(18,259		)
Total members’ equity of Station Casinos LLC	804,623			1,695,585			602,607			(2,298,192		)	804,623
Noncontrolling interest	—			—			41,837			—			41,837
Total members’ equity	804,623			1,695,585			644,444			(2,298,192		)	846,460
Total liabilities and members’ equity	$	2,362,345		$	1,659,785		$	1,451,237		$	(2,298,192	)	$	3,175,175

32

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	123,592		$	106,587		$	—		$	230,179
Food and beverage	—			35,406			25,543			—			60,949
Room	—			18,591			9,267			—			27,858
Other	5			7,604			8,824			—			16,433
Management fees	—			—			7,765			—			7,765
Gross revenues	5			185,193			157,986			—			343,184
Promotional allowances	—			(13,678		)	(11,307		)	—			(24,985		)
Net revenues	5			171,515			146,679			—			318,199
Operating costs and expenses:
Casino	—			46,436			41,726			—			88,162
Food and beverage	—			24,775			17,519			—			42,294
Room	—			7,058			3,822			—			10,880
Other	—			2,470			3,405			—			5,875
Selling, general and administrative	(45		)	34,943			35,107			—			70,005
Development and preopening expense	—			2			53			—			55
Depreciation and amortization	657			16,274			13,770			—			30,701
Management fees	—			6,525			5,256			—			11,781
Write-downs and other charges, net	(7		)	240			218			—			451
	605			138,723			120,876			—			260,204
Operating income (loss)	(600		)	32,792			25,803			—			57,995
Earnings from subsidiaries	42,415			—			—			(42,415		)	—
Earnings from joint ventures	—			—			545			—			545
Operating income (loss) and earnings from subsidiaries and joint ventures	41,815			32,792			26,348			(42,415		)	58,540
Other expense:
Interest expense, net	(34,981		)	(41		)	(14,598		)	—			(49,620		)
Net income	6,834			32,751			11,750			(42,415		)	8,920
Less: net income applicable to noncontrolling interest	—			—			2,086			—			2,086
Net income applicable to Station Casinos LLC members	$	6,834		$	32,751		$	9,664		$	(42,415	)	$	6,834

33

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	6,834		$	32,751	$	11,750		$	(42,415	)	$	8,920
Other comprehensive income (loss):
Unrealized losses on interest rate swaps:
Unrealized losses arising during period	(5,030		)	—		(1,313		)	1,313			(5,030		)
Less: Reclassification of unrealized losses on interest rate swaps into operations	3,121			—		355			(355		)	3,121
Unrealized losses on interest rate swaps, net	(1,909		)	—		(958		)	958			(1,909		)
Unrealized gain on available—for—sale securities	69			—		—			—			69
Comprehensive income	4,994			32,751		10,792			(41,457		)	7,080
Less: comprehensive income attributable to noncontrolling interests	—			—		2,086			—			2,086
Comprehensive income attributable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Gaming LLC members	$	4,994		$	32,751	$	8,706		$	(41,457	)	$	4,994

34

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	6,834		$	32,751		$	11,750		$	(42,415	)	$	8,920
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	657			16,274			13,770			—			30,701
Write—downs and other charges, net	(7		)	240			218			—			451
Earnings from subsidiaries	(42,415		)	—			—			42,415			—
Amortization of debt discount and debt issuance costs	15,615			—			3,965			—			19,580
Accrued interest — paid in kind	—			—			1,017			—			1,017
Losses from joint ventures	—			—			(545		)	—			(545		)
Changes in assets and liabilities:
Restricted cash	(8		)	—			27			—			19
Receivables, net	(666		)	(2,724		)	(547		)	—			(3,937		)
Inventories and prepaid expenses	689			(1,650		)	(2,427		)	—			(3,388		)
Accounts payable	1,593			(1,404		)	68			—			257
Accrued interest payable	5,832			41			(230		)	—			5,643
Accrued expenses and other current liabilities	(326		)	4,777			4,195			—			8,646
Intercompany receivables and payables	47,503			(47,207		)	(296		)	—			—
Other, net	—			—			298			—			298
Net cash provided by operating activities	35,301			1,098			31,263			—			67,662
Cash flows from investing activities:
Capital expenditures	(413		)	(6,072		)	(5,880		)	—			(12,365		)
Proceeds from sale of property and equipment	9			—			23			—			32
Distributions in excess of earnings from joint ventures	—			—			449			—			449
Distributions from subsidiaries	3,139			—			—			(3,139		)	—
Construction contracts payable	—			1,227			666			—			1,893
Native American development costs	—			—			(2,766		)	—			(2,766		)
Other, net	(497		)	(70		)	(885		)	—			(1,452		)
Net cash provided by (used in) investing activities	2,238			(4,915		)	(8,393		)	(3,139		)	(14,209		)

35

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(Unaudited, amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from financing activities:
Borrowings under credit agreements with original maturities of three months or less, net	(200		)	—			(5,600		)	—		(5,800		)
Payments under credit agreements with original maturities greater than three months	(34,200		)	—			(4,978		)	—		(39,178		)
Distributions to members	(48		)	—			(6,187		)	3,139		(3,096		)
Debt issuance costs	(301		)	—			(23		)	—		(324		)
Payments on other debt	(366		)	—			(282		)	—		(648		)
Net cash used in financing activities	(35,115		)	—			(17,070		)	3,139		(49,046		)
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	2,424			(3,817		)	5,800			—		4,407
Balance, beginning of period	(2,420		)	50,479			47,762			—		95,821
Balance, end of period	$	4		$	46,662		$	53,562		$	—	$	100,228
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	13,533		$	—		$	8,719		$	—	$	22,252

16.    Subsequent Events

Management has evaluated all activity of the Company and concluded that no other subsequent events have occurred that would require recognition in the condensed consolidated financial statements or disclosure in the notes to the condensed consolidated financial statements.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(unaudited)

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Overview

We are a gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties and eight smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area, which we operate under four distinct brand categories: Luxury (Red Rock and Green Valley Ranch), Casual Classic (Station branded properties), Value (Fiesta branded properties) and Neighborhood (Wildfire and Barley’s). We also manage the Gun Lake Casino in Allegan County, Michigan.

Our operating results are greatly dependent on the level of gaming revenue generated at our properties. A substantial portion of our operating income is generated from our gaming operations, primarily from slot play. We use our non-gaming revenue departments to drive customer traffic to our properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing, fund maintenance capital expenditures and provide excess cash for future development.

Background

We were formed on August 9, 2010 to acquire substantially all of the assets of Station Casinos, Inc. and its subsidiaries pursuant to the Plans, which became effective on June 17, 2011, as more fully described in Item 1. Business—Restructuring Transactions in our Annual Report on Form 10-K for the year ended December 31, 2011. References herein to “Predecessors” refer to STN and Green Valley Ranch prior to June 17, 2011, and references to the “Plans” refer to the SCI Plan, the Subsidiaries Plan, and the GVR Plan.

As of the Effective Date, we adopted fresh-start reporting in accordance with ASC Topic 852, which resulted in a new reporting entity for accounting purposes. Fresh-start reporting generally requires resetting the historical net book values of assets and liabilities to their estimated fair values by allocating the entity’s enterprise value to its asset and liabilities as of the Effective Date. Certain fair values differed materially from the historical carrying values recorded on the Predecessors’ balance sheets.

As a result of the adoption of fresh-start reporting, Successor’s consolidated financial statements are prepared on a different basis of accounting than the consolidated financial statements of the Predecessors prior to emergence from bankruptcy and therefore are not comparable in many respects with Predecessor’s historical financial statements. The historical financial results of the Predecessors are not indicative of our current financial condition or our future results of operations. Our future results of operations will be subject to significant business, economic, regulatory and competitive uncertainties and contingencies, some of which are beyond our control.

Presentation

References to “Successor” in this Quarterly Report on Form 10-Q refer to the Company on or after June 17, 2011 after giving effect to (i) the acquisition of substantially all of the assets of STN and Green Valley Ranch in accordance with the Plans, (ii) entry into new credit agreements with an initial aggregate principal amount outstanding of approximately $2.4 billion, (iii) entry into the Restructured Land Loan, (iv) the application of fresh-start reporting and (v) the issuance of equity comprising 100 voting units and 100 non-voting units in accordance with the Plan.

In accordance with the accounting guidance for fresh-start reporting, the condensed consolidated financial statements for the Successor are required to be presented separately from those of the Predecessors in this Quarterly Report on Form 10-Q. Accordingly, the three months ended March 31, 2012 is referred to herein as the “Successor period” and the three months ended March 31, 2011 is referred to as the “Predecessor period”. For purposes of analysis and comparison of current year and prior years’ operating results, historical operating results represent the combined results of the Predecessors.

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The comparison of the Successor period to the Predecessor period may yield results that are not fully comparable, particularly depreciation, amortization, interest expense and tax provision accounts, primarily due to the impact of the Chapter 11 Cases and related transactions. In addition, corporate, development and management fee expenses of Successor and Predecessors are not comparable as a result of Successor’s management arrangements with subsidiaries of Fertitta Entertainment LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta (“Fertitta Entertainment”).

Results of Operations

The following table presents selected financial results of the Company and compared to financial results of the Predecessors (dollars in thousands, unaudited):

Three Months Ended March  31, 2012 Compared to Three Months Ended March 31, 2011

	Successor			Predecessors
	Station Casinos LLC			Station Casinos, Inc.			Green Valley Ranch Gaming LLC			CombinedPredecessors (a)			Percent
	Three Months Ended March  31, 2012			Three Months Ended March 31, 2011									change
Net revenues—total	$	318,199		$	247,727		$	45,770		$	293,497		8.4	%
Guarantor Group (b)	171,520			159,029			—			159,029			7.9	%
Other operations (c)	138,914			83,818			45,770			129,588			7.2	%
Management fees (d)	7,765			4,880			—			4,880			59.1	%
Operating income (loss)—total	$	57,995		$	28,027		$	(1,245	)	$	26,782		116.5	%
Guarantor Group (b)	32,192			13,191			—			13,191			144.0	%
Other operations (c)	18,038			9,956			(1,245		)	8,711			107.1	%
Management fees (d)	7,765			4,880			—			4,880			59.1	%
Cash flows provided by (used in):
Operating activities	$	67,662		$	26,469		$	1,140		$	27,609
Investing activities	(14,209		)	(10,413		)	(819		)	(11,232		)
Financing activities	(49,046		)	(686		)	—			(686		)

(a)The results for the three months ended March 31 2011 referred to as “Combined Predecessors” were derived by the mathematical addition of the results for STN and GVR Predecessor.

(b)Includes Station Casinos LLC and the Guarantors.

(c)Includes the wholly owned properties of Green Valley Ranch, Texas Station, Santa Fe Station, Fiesta Rancho, Fiesta Henderson, Wild Wild West, Wildfire Rancho, Wildfire Boulder, Gold Rush and Lake Mead Casino, as well as non-operating entities, corporate and eliminations.

(d)Includes 100% of the management fee revenues from Gun Lake, which opened in February 2011, and management fees from Barley’s, The Greens and Wildfire Lanes.

Consolidated Results of Operations

Consolidated net revenues for the three months ended March 31, 2012 increased by 8.4%, to $318.2 million as compared to net revenues of $293.5 million for the three months ended March 31 2011. Consolidated operating income was $58.0 million for the three months ended March 31, 2012 as compared to consolidated operating income of $26.8 million for the three months ended March 31 2011.

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The following table presents information about consolidated revenues and operating expenses (dollars in thousands, unaudited):

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

	Successor			Predecessors
	Station Casinos LLC			StationCasinos,Inc.			Green ValleyRanchGaming, LLC			CombinedPredecessors (a)			Percent
	Three Months Ended March  31, 2012			Three Months Ended March 31, 2011									change
Casino revenues	$	230,179		$	183,353		$	32,502		$	215,855		6.6	%
Casino expenses	88,162			74,760			13,158			87,918			0.3	%
Margin	61.7		%	59.2		%	59.5		%	59.3		%
Food and beverage revenues	$	60,949		$	45,137		$	10,562		$	55,699		9.4	%
Food and beverage expenses	42,294			32,227			6,713			38,940			8.6	%
Margin	30.6		%	28.6		%	36.4		%	30.1		%
Room revenues	$	27,858		$	19,248		$	5,156		$	24,404		14.2	%
Room expenses	10,880			8,471			1,626			10,097			7.8	%
Margin	60.9		%	56.0		%	68.5		%	58.6		%
Other revenues	$	16,433		$	14,385		$	2,147		$	16,532		(0.6	)%
Other expenses	5,875			5,335			1,087			6,422			(8.5	)%
Selling, general and administrative expenses	$	70,005		$	57,105		$	9,483		$	66,588		5.1	%
Percent of net revenues	22.0		%	23.1		%	20.7		%	22.7		%
Management fee expense	$	11,781		$	—		$	1,706		$	1,706		n/m
Development and preopening expense	$	55		$	1,086		$	—		$	1,086		(94.9	)%
Depreciation and amortization	$	30,701		$	33,130		$	5,185		$	38,315		(19.9	)%
Interest expense, net	$	49,620		$	23,619		$	13,449		$	37,068		33.9	%
Interest and other expense from joint ventures	$	—		$	10,441		$	—		$	10,441		n/m

n/m = Not meaningful

Casino.  Casino revenues increased 6.6% to $230.2 million for the three months ended March 31, 2012 as compared to casino revenues of $215.9 million for the three months ended March 31 2011. The $14.3 million increase reflects a 5.7% increase in slot revenue and a 5.6% increase in revenues from table games. The increase in casino revenues is attributable primarily to an increase in customer spend per visit to our properties. Casino expenses increased less than 1% for the three months ended March 31, 2012 compared to the same period in the prior year. The net impact of the factors described above resulted in a 2.4% improvement in our casino operating margin for the three months ended March 31, 2012 as compared to the same period in the prior year.

Food and Beverage.   Food and beverage revenues increased 9.4% for the three months ended March 31, 2012 as compared to food and beverage revenues for the prior year period. The number of restaurant guests served increased 6.9% and the average guest check increased 1.8% for the three months ended March 31, 2012 as compared to the prior year period. During the year ended December 31, 2011, we took over the operations of six previously leased cafés, and the year-over-year increase in the number of restaurant guests served is primarily the result of these café conversions. Food and beverage expenses increased 8.6% for the three months ended March 31, 2012 as compared to the prior year period primarily due to the increases in revenues and number of guests served.

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Room.  The following table shows key information about our hotel operations (unaudited):

	Successor
	Station Casinos LLC			Combined Predecessors (a)
	Three Months Ended March  31, 2012			Three Months Ended March 31, 2011			Percent Change
Occupancy	87.8		%	83.9		%	4.6	%
Average daily rate	$	77		$	71		8.5	%
Revenue per available room	$	68		$	60		13.3	%

Room revenues increased 14.2% for the three months ended March 31, 2012 compared to room revenues for the same period in the prior year as a result of improvements in both occupancy levels and average daily room rate (“ADR”). Occupancy improved by 4.6% for the three months ended March 31, 2012 compared to the prior year period. ADR for the three months ended March 31, 2012 increased 8.5% compared to ADR for the same period in the prior year, reflecting improvements across most of our properties. Room expenses increased 7.8% for the three months ended March 31, 2012 compared to room expenses for the same period in the prior year, primarily due to the increased occupancy.

Other.  Other revenues primarily include revenues from gift shops, bowling, entertainment, leased outlets and spas. Other revenues decreased slightly to $16.4 million for the three months ended March 31, 2012 compared to $16.5 million for the three months ended March 31 2011. Other expenses were $5.9 million for the three months ended March 31, 2012 compared to other expenses of $6.4 million for the prior year period.

Management Fee Revenue.  Our management fee revenue primarily represents fees earned by our 50% owned consolidated investee, MPM for the management of Gun Lake Casino, which opened February 10, 2011. MPM is a variable interest entity and required to be consolidated. MPM receives a management fee equal to 30% of Gun Lake Casino’s net income (as defined in the management agreement). In addition, we are the managing partner of Barley’s, The Greens and Wildfire Lanes and receive management fees equal to 10% of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) from these properties. For the three months ended March 31, 2012, management fee revenue increased to $7.8 million as compared to $4.9 million in the prior year period. Management fee revenue was lower in the prior year period primarily due to the opening of Gun Lake Casino in February 2011.

Selling, General and Administrative (“SG&A”).  SG&A expenses totaled $70.0 million for the three months ended March 31, 2012 as compared to $66.6 million for the prior year period, while SG&A expenses as a percentage of net revenues decreased slightly for the three months ended March 31, 2012 compared to the prior year period. The year over year increase is primarily the result certain general and administrative expenses included in this category that were reflected in corporate expense in the prior year period.

Management Fee Expense.  As of the Effective Date, we entered into long-term management agreements with affiliates of Fertitta Entertainment to manage our properties, and certain executive officers and corporate employees of STN became employees of Fertitta Entertainment. Under the management arrangements, we pay a base fee equal to two percent of gross revenues and an incentive fee equal to five percent of positive EBITDA (as defined in the agreements) for each of our managed properties. As a result, our statement of operations reflects management fee expense for which there was no comparable expense recorded by STN.

Development and Preopening Expense.  Development expense includes costs to identify potential gaming opportunities and other development opportunities. Preopening expense represents certain costs incurred prior to the opening of projects under development, including payroll, travel and legal expenses. Subsequent to the Effective Date, certain development activities are performed on our behalf by affiliates of Fertitta Entertainment under the management agreements and as a result, development and preopening expense of Successor is not fully comparable to that of Predecessors. Development and preopening expense for the three months ended March 31, 2012 was $0.1 million compared to $1.1 million for the prior year period.

Depreciation and Amortization.  The resetting of the carrying values of our assets and liabilities in fresh-start reporting resulted in changes in the carrying values of our depreciable property, plant and equipment and definite-lived intangible assets. As a result, depreciation and amortization expense for the Successor and Predecessor periods is not comparable. Depreciation and amortization expense for the three months ended March 31, 2012 was $30.7 million, compared to $38.3 million for the prior year period.

40

Interest Expense.  As a result of the Chapter 11 Cases and related transactions, interest expense, net, for Station is not comparable to that of the Predecessors. The principal amount of Station’s outstanding indebtedness at March 31, 2012 was approximately $2.4 billion compared to approximately $6.7 billion for the Combined Predecessors prior to the Chapter 11 Cases and related transactions. In accordance with ASC Topic 852, following the filing of STN’s Chapter 11 case, interest expense was recognized only to the extent that it was expected to be paid or to become an allowed claim in the bankruptcy proceedings. Had STN recognized interest expense at the contractual terms, interest expense for the three months ended March 31 2011 would have been $80.3 million higher than the amount recorded.

The following table presents summarized information related to interest expense (amounts in thousands, unaudited):

	Successor			Predecessors
	Station Casinos LLC			StationCasinos, Inc.			Green ValleyRanchGaming, LLC		CombinedPredecessors
	Three Months Ended March 31, 2012			Three Months Ended March 31, 2011
Interest cost, net of interest income	$	31,326		$	24,853		$	13,449	$	38,302
Amortization of debt discount and debt issuance costs	19,580			473			—		473
Less: capitalized interest	(1,286		)	(1,707		)	—		(1,707		)
Interest expense, net	$	49,620		$	23,619		$	13,449	$	37,068

Interest and Other Expense from Joint Ventures.     STN recorded interest and other expense related to its unconsolidated joint ventures for the three months ended March 31 2011 of $10.4 million . Station recognized no interest and other expense from its investments in joint venture properties during the Successor Period, and we do not expect interest and other expense from these investments to be a significant component of our future operating results.

Guarantor Group Results of Operations

The following discussion provides information about the results of operations for the Guarantor Group as compared to the historical results of operations of the entities that were predecessors of the Guarantor Group.

Net revenues of the Guarantor Group increased by 7.9% to $171.5 million for the three months ended March 31, 2012 as compared to net revenues of $159.0 million for the three months ended March 31 2011 . Operating income of the Guarantor Group was $32.2 million for the three months ended March 31, 2012 reflecting an improvement of 144.0% as compared to operating income of $13.2 million for the three months ended March 31 2011 .

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The following table presents information about the Guarantor Group’s operating results (dollars in thousands, unaudited):

Three Months Ended March 31, 2012 Compared to Three Months Ended March 31, 2011

	Guarantor Group			Predecessors to Guarantor Group
	Three Months Ended March  31, 2012			Three Months Ended March 31, 2011			Percent Change
Net revenues	$	171,520		$	159,029		7.9	%
Operating income	32,192			13,191			144.0	%
Casino revenues	$	123,592		$	114,415		8.0	%
Casino expenses	46,436			47,088			(1.4	)%
Margin	62.4		%	58.8		%
Food and beverage revenues	$	35,406		$	32,334		9.5	%
Food and beverage expenses	24,775			22,670			9.3	%
Margin	30.0		%	29.9		%
Room revenues	$	18,591		$	15,800		17.7	%
Room expenses	7,058			6,341			11.3	%
Margin	62.0		%	59.9		%
Other revenues	$	7,609		$	7,531		1.0	%
Other expenses	2,470			2,632			(6.2	)%
Selling, general and administrative expenses	$	34,898		$	33,443		4.4	%
Percent of net revenues	20.3		%	21.0		%
Management fee expense	$	6,525		$	—		n/m

n/m = Not meaningful

Casino.    Casino revenues increased 8.0% to $123.6 million for the three months ended March 31, 2012 as compared to $114.4 million for the three months ended March 31 2011. The $9.2 million increase reflects a 6.1% increase in slot revenue and a 15.8% increase in revenues from table games. The increase in casino revenue is attributable primarily to an increase in customer spend per visit to our properties. Casino expenses decreased slightly for the three months ended March 31, 2012 compared to the same period in the prior year. The net impact of the factors described above resulted in a 3.6% improvement in our casino operating margin for the three months ended March 31, 2012 as compared to the same period in the prior year.

Food and Beverage.     Food and beverage revenues increased 9.5% for the three months ended March 31, 2012 as compared the prior year period. The average guest check increased 2.4% and the number of restaurant guests served increased 4.7% for the three months ended March 31, 2012 as compared to the prior year period. Food and beverage expenses increased 9.3% for the three months ended March 31, 2012 as compared to the prior year period primarily due to the increases in revenues and number of guests served.

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Room.    The following table shows key information about hotel operations (unaudited):

	Guarantor Group			Predecessors to Guarantor Group			Percent
	Three Months Ended March 31, 2012			Three Months Ended March 31, 2011			change
Occupancy	89.0		%	85.4		%	4.2	%
Average daily rate	$	80		$	72		11.1	%
Revenue per available room	$	71		$	61		16.4	%

Room revenues increased 17.7% for the three months ended March 31, 2012 compared to the same period in the prior year primarily as a result of an improvement of 11.1% in the average daily room rate (“ADR”). Occupancy improved by 4.2% for the three months ended March 31, 2012 compared to the prior year period. Room expenses increased 11.3% for the three months ended March 31, 2012 compared to the same period in the prior year.

Other.    Other revenues primarily include revenues from gift shops, bowling, entertainment, leased outlets and spas. Other revenues increased slightly to $7.6 million for the three months ended March 31, 2012 compared to $7.5 million for the three months ended March 31 2011. Other expenses were $2.5 million for the three months ended March 31, 2012 compared to $2.6 million for the prior year period.

Selling, General and Administrative (“SG&A”).    SG&A expenses totaled $34.9 million for the three months ended March 31, 2012 as compared to $33.4 million for the prior year period, while SG&A expenses as a percentage of net revenues decreased slightly for the three months ended March 31, 2012 compared to the prior year period. The year over year increase in SG&A expense is primarily the result certain general and administrative expenses included in this category that were reflected in corporate expense in the prior year period.

Management Fee Expense.    As of the Effective Date, we entered into long-term management agreements with affiliates of Fertitta Entertainment to manage our properties, and certain executive officers and corporate employees of STN became employees of Fertitta Entertainment. Under the management arrangements, we pay a base fee equal to two percent of gross revenues and an incentive fee equal to five percent of positive EBITDA (as defined in the agreements) for each of our managed properties. As a result, our statement of operations reflects management fee expense for which there was no comparable expense recorded by STN.

Liquidity and Capital Resources

The following liquidity and capital resources discussion contains certain forward-looking statements with respect to our business, financial condition, results of operations, dispositions, acquisitions, expansion projects and our subsidiaries, which involve risks and uncertainties that cannot be predicted or quantified, and consequently, actual results may differ materially from those expressed or implied herein. Such risks and uncertainties include, but are not limited to, the risks described in Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011.

Consolidated

At March 31, 2012, we had $100.2 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties.

During the three months ended March 31, 2012, cash flows provided by operating activities totaled $67.7 million, compared to cash flows from operating activities of the Combined Predecessors of $27.6 million for the three months ended March 31 2011. The $40.1 million increase in cash provided by operating activities resulted primarily from a $70.5 million increase in net revenues, partially offset by related increases in certain operating expenses. Other contributors to the improvement in cash flows from operating activities include a decrease of $17.5 million in additions to restricted cash, and $7.9 million in cash paid for reorganization items during the prior year period, partially offset by an increase of $3.4 million in cash paid for interest.

The Company’s restricted cash was $2.0 million at March 31, 2012 and December 31, 2011, respectively, which primarily represents escrow balances.

During the three months ended March 31, 2012, capital expenditures were $12.4 million for maintenance capital and other projects, as compared to the Predecessors’ capital expenditures of $8.7 million for the three months ended March 31 2011. We classify items as maintenance capital to differentiate replacement type capital expenditures such as new slot machines from

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investment type capital expenditures to drive future growth such as an expansion of an existing property. In contrast to normal repair and maintenance costs that are expensed when incurred, items we classify as maintenance capital are expenditures necessary to keep our existing properties at their current levels and are typically replacement items due to the normal wear and tear of our properties and equipment as a result of use and age.

During the three months ended March 31, 2012 , we paid $2.8 million in reimbursable advances for Native American development projects compared to $1.5 million paid by STN in the prior year period.

During the three months ended March 31, 2012 , we paid $45.6 million in principal payments on our long-term debt, including principal payments of $34.4 million , $4.3 million , and $6.0 million , respectively, on borrowings under the Propco Credit Agreement, the Opco Credit Agreement, and the GVR Credit Agreements. During the three months ended March 31 2011 , Predecessors paid $0.7 million in principal payments on their debt, including $0.6 million in quarterly payments on STN’s term loan and $0.1 million for other debt. At March 31, 2012 , our borrowing availability was $57.2 million under the Propco Credit Agreement, $21.5 million under the Opco Credit Agreement, and $7.8 million under the GVR Credit Agreements.

Our primary cash requirements for the remainder of 2012 are expected to include (i) principal and interest payments on indebtedness, (ii) approximately $62 million for maintenance and other capital expenditures, and (iii) payments related to our existing and potential Native American projects. We believe that cash flows from operations, available borrowings under our Credit Agreements and existing cash balances will be adequate to satisfy our anticipated uses of capital for the foreseeable future, and we are continually evaluating our liquidity position and our financing needs. We cannot provide assurance, however, that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

Guarantor Group

At March 31, 2012 , the Guarantor Group had $46.7 million in cash and cash equivalents, which is primarily used for the day-to-day operations of the Guarantor Group’s properties. The Guarantor Group’s restricted cash was $1.6 million at March 31, 2012 , which primarily represents escrow balances.

During the three months ended March 31, 2012 , cash provided by operating activities of the Guarantor Group totaled $36.4 million . During the three months ended March 31, 2012 , capital expenditures for the Guarantor Group were $6.5 million for maintenance capital and other projects. During the same period, the Guarantor Group paid $34.8 million in principal payments on its long-term debt, including principal payments of $34.4 million on borrowings under the Propco Credit Agreement.

The Guarantor Group’s primary cash requirements for the remainder of 2012 are expected to include (i) principal and interest payments on indebtedness, and (ii) approximately $30 million for maintenance and other capital expenditures. We believe that the Guarantor Group’s cash flows from operations, available borrowings under the Propco Credit Agreement and existing cash balances will be adequate to satisfy its anticipated uses of capital for the foreseeable future, and we are continually evaluating the Guarantor Group’s liquidity position and financing needs. We cannot provide assurance, however, that the Guarantor Group will generate sufficient income and liquidity to meet all of its liquidity requirements or other obligations.

Off-Balance Sheet Arrangements and Contractual Obligations

As of March 31, 2012 we have certain off-balance sheet arrangements that affect our financial condition, liquidity and results of operations, including operating leases, employment contracts, long-term stay-on performance agreements and slot conversion purchase commitments. There have been no material changes to the off balance-sheet arrangements or contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2011 .

Native American Development

Following is a summary of our Native American Development projects, which are more fully described in Note 5 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The Federated Indians of Graton Rancheria

We have entered into development and management agreements with the FIGR, a federally recognized Native American tribe. Pursuant to those agreements, we will assist the FIGR in developing, financing and operating a gaming and entertainment project to be located near the City of Rohnert Park in Sonoma County, California.

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The management agreement has a term of seven years from the date of opening of the project and Station will receive a management fee equal to 24% of the facility’s net income in years 1 through 4 and 27% of the facility’s net income in years 5 through 7. Station will also receive a development fee equal to 2% of the cost of the project upon the opening of the project. The NIGC has approved the management agreement for Class II gaming at the planned facility. Class II gaming includes games of chance such as bingo, pull-tabs, tip jars and punch boards (and electronic or computer-aided versions of such games), and non-banked card games. The FIGR and Station are also pursuing approval of Class III gaming, which would permit casino-style gaming, at the planned facility. Class III gaming would require an approved compact (the “Compact”) with the State of California, approval of the Compact by the Secretary of the Interior, and approval by the NIGC of a modification to the existing management agreement, or a new management agreement, permitting Class III gaming. The FIGR and the Governor of the State of California executed the Compact on March 27, 2012. Ratification of the Compact by the California legislature was completed on May 10, 2012, and the FIGR will now submit the Compact to the DOI for approval.

During 2010, the BIA accepted approximately 254 acres of land owned by Station into trust on behalf of the FIGR for the development of the project by Station and the FIGR.

The timing and feasibility of the project are dependent upon the receipt of the necessary governmental and regulatory approvals. Station plans to continue contributing significant financial support to the project, even though there can be no assurances as to when or if the necessary approvals will be obtained. We currently estimate that construction of the facility will begin after the financing for the project has been obtained, which we anticipate to be during the middle of 2012, and we estimate that the facility would be completed and opened for business approximately 14 to 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all.

We have evaluated the likelihood that the FIGR project will be successfully completed and opened, and have concluded that at March 31, 2012, the likelihood of successful completion is in the range of 90% to 100%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including the status of required regulatory approvals, and the progress being made toward the achievement of all milestones and the likelihood of successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the project even if it is successfully completed and opened for business.

North Fork Rancheria of Mono Indian Tribe

We have entered into development and management agreements with the Mono, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the Mono in developing, financing and operating a gaming and entertainment facility to be located in Madera County, California. The management agreement has a term of seven years from the opening of the facility and provides for a management fee of 24% of the facility’s net income.

In 2008, the Mono and the State of California entered into a tribal-state Class III gaming compact. The compact is subject to approval by the California legislature and, if approved, will regulate gaming at the Mono’s proposed gaming and entertainment project to be developed on the site. No assurances can be provided as to whether the California legislature will approve the compact.

On August 6, 2010, the BIA published notice in the Federal Register that the environmental impact statement for the Mono’s casino and resort project had been finalized and is available for review. On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the proposed site would be in the best interest of the Mono and would not be detrimental to the surrounding community. The Governor of California must now concur in the Assistant Secretary’s determination. In the event the Governor concurs, the Assistant Secretary will be able to proceed with a final decision on having the land taken into trust for gaming purposes. Notice of the trust decision would be published in the Federal Register together with the record of decision finalizing the environmental review process. Notwithstanding the Secretary’s decision, opponents of the project may still seek to exercise their legal remedies to delay or stop the project.

As currently contemplated, the facility is expected to include approximately 2,000 slot machines and approximately 60 table games, a hotel and several restaurants. Development of the project remains subject to certain governmental and regulatory approvals, including, but not limited to, approval by the California legislature of the gaming compact with the State of California, the DOI accepting the land into trust on behalf of the Mono and approval of the management agreement by the NIGC.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. We

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currently estimate that construction of the facility may begin in the second half of 2013 and we estimate that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the project will be completed and opened within this time frame or at all. We expect to obtain third-party financing for the project once all necessary regulatory approvals have been received and construction has commenced, however there can be no assurance that we will be able to obtain such financing for the project on acceptable terms or at all.

We have evaluated the likelihood that the Mono project will be successfully completed and opened, and have concluded that at March 31, 2012, the likelihood of successful completion is in the range of 60% to 70%. Our evaluation is based on our consideration of all available positive and negative evidence about the status of the project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that we will recover all of our investment in the project even if it is successfully completed and opened for business.

Mechoopda Indian Tribe

On January 12, 2004, STN entered into development and management agreements with the Mechoopda Indian Tribe of Chico Rancheria, California (the “MITCR”), a federally recognized Native American tribe. Pursuant to those agreements, STN agreed to assist the MITCR in developing and operating a gaming and entertainment facility to be located on a portion of an approximately 650-acre site in Butte County, California, at the intersection of State Route 149 and Highway 99, approximately 10 miles southeast of Chico, California and 80 miles north of Sacramento, California. On February 15, 2012, the agreements were terminated. During April 2012, the land that had been purchased by the Company for the project was transferred to the MITCR in exchange for a cash payment of $0.8 million.

Land Held for Development

As of March 31, 2012 , our land held for development consisted primarily of 11 sites that are owned or leased, including sites in the Las Vegas valley, northern California, and Reno, Nevada, which could be used for new casino development or other associated development. Our decision whether to proceed with any new gaming development is dependent upon future economic and regulatory factors, the availability of financing and competitive and strategic considerations, many of which are beyond our control.

Regulation and Taxes

We are subject to extensive regulation by the Nevada gaming authorities and will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future, including the NIGC and the Gun Lake Tribal Gaming Commission.

The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The legislature is not currently in session and the next legislative session will begin in February 2013. There were no specific proposals during the most recent legislative session to increase gaming taxes, however there are no assurances that an increase in gaming taxes will not be proposed and passed by the Nevada Legislature in the future.

In March 2008, in the matter captioned Sparks Nugget, Inc. vs. State ex rel. Department of Taxation, the Nevada Supreme Court ruled that food and non-alcoholic beverages purchased for use in complimentary meals provided to employees and patrons is not subject to Nevada use tax. In April 2008, the Department of Taxation filed a motion for rehearing of the Supreme Court’s decision, and in July 2008, the Nevada Supreme Court denied the Department of Taxation’s motion for rehearing. We have filed refunds for the periods from April 2000 through February 2008. The amount subject to these refunds is approximately $15.6 million plus interest. Any amount refunded to us would be reduced by a contingent fee owed to a third party advisory firm. The Department of Taxation has subsequently taken the position that these purchases are subject to Nevada sales tax. Accordingly, we have not recorded a receivable related to a refund for the previously paid use tax on these purchases in the accompanying consolidated balance sheets as of March 31, 2012 and December 31, 2011 , respectively. However, we began claiming this exemption on sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The Department of Taxation has issued a $10.0 million sales tax assessment, plus interest of $8.1 million, related to these food costs. We have not accrued a liability related to this assessment because we do not believe the

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Department of Taxation’s position has any merit, and therefore we do not believe it is probable that we will owe this tax. Recently, the Nevada Department of Taxation has asserted that gaming companies should pay sales tax on customer complimentary meals and employee meals on a prospective basis. This position stems from a recent Nevada Tax Commission decision concerning another gaming company which states that complimentary meals provided to customers are subject to sales tax at the retail value of the meal and employee meals are subject to sales tax at the cost of the meal. The other gaming company filed in Clark County District Court a petition for judicial review of the Nevada Tax Commission decision. The Company is currently evaluating whether or not to accrue tax prospectively as it disagrees with the position asserted by the Nevada Department of Taxation.

We believe that our recorded tax balances are adequate. However, it is not possible to determine with certainty the likelihood of possible changes in tax law or in the administration of such law, regulations or compact provisions. Such changes, if adopted, could have a material adverse effect on our operating results.

Description of Certain Indebtedness

A description of the Company’s indebtedness is included in Note 6 to the Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Stock

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. On the Effective Date, 100 Voting Units were issued to Station Voteco representing 100% of the Company’s outstanding Voting Units and 100 Non-Voting Units were issued to Station Holdco representing 100% of the Company’s outstanding Non-Voting Units. Station Voteco is the only member of the Company entitled to vote on any matters to be voted on by the members of the Company. Station Holdco, as the holder of the Company’s issued and outstanding Non-Voting Units, will not be entitled to vote on any matters to be voted on by the members of the Company, but will be the only member of the Company entitled to receive distributions as determined by its Board of Managers out of funds legally available therefor and in the event of liquidation, dissolution or winding up of the Company, is entitled to all of the Company’s assets remaining after payment of liabilities.

Derivative Instruments

We have entered into various interest rate swaps to manage our exposure to interest rate risk. At March 31, 2012 we have three floating-to-fixed interest rate swaps with notional amounts totaling $1.3 billion which mature in 2015. These interest rate swaps effectively convert a portion of our variable-rate debt to a fixed rate, and we have designated them as cash flow hedging instruments for accounting purposes. As of March 31, 2012, we paid a weighted-average fixed interest rate of 1.43% and received a weighted-average variable interest rate of 0.46%.

The difference between amounts received and paid under our interest rate swap agreements, as well as any costs or fees, is recorded as a reduction of, or an addition to, interest expense as incurred over the life of the interest rate swaps. For the three months ended March 31, 2012, the swaps increased our interest expense by $3.1 million.

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Critical Accounting Policies

A description of our critical accounting policies and estimates can be found in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2011.

Forward-looking Statements

When used in this report and elsewhere by management from time to time, the words “may”, “might”, “could”, “believes”, “anticipates”, “expects” and similar expressions are intended to identify forward-looking statements with respect to our financial condition, results of operations and our business including our expansions, development and acquisition projects, legal proceedings and employee matters. Certain important factors, including but not limited to, financial market risks, could cause our actual results to differ materially from those expressed in our forward-looking statements. Further information on potential factors which could affect our financial condition, results of operations and business including, without limitation, the impact of the substantial indebtedness that remains outstanding following the consummation of the Chapter 11 Cases and related transactions; the effects of local and national economic, credit and capital market conditions on consumer spending and the economy in general, and on the gaming and hotel industries in particular; the effects of competition, including locations of competitors and operating and market competition; changes in laws, including increased tax rates, regulations or accounting standards, third-party relations and approvals, and decisions of courts, regulators and governmental bodies; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents or natural disasters; and other risks described in our filings with the Securities and Exchange Commission. In addition, construction projects entail significant risks, including shortages of materials or skilled labor, unforeseen regulatory problems, work stoppages, weather interference, floods and unanticipated cost increases. The anticipated costs and construction periods are based on budgets, conceptual design documents and construction schedule estimates. There can be no assurance that the budgeted costs or construction period will be met. All forward-looking statements are based on our current expectations and projections about future events. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Our primary exposure to market risk is interest rate risk associated with our long-term debt. We evaluate our exposure to market risk by monitoring interest rates in the marketplace. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term and short-term borrowings under our Credit Agreements, and by using interest rate swaps and similar instruments to hedge against the earnings effects of interest rate fluctuations. Borrowings under the Credit Agreements bear interest at a margin above LIBOR or Base Rate (each as defined in the Credit Agreements) as selected by us. The total amount of outstanding borrowings is expected to fluctuate and may be reduced from time to time.

At March 31, 2012 , $1.76 billion of the borrowings under our Credit Agreements is based on LIBOR plus applicable margins of 1.80% to 8.50% . At March 31, 2012 , the LIBOR rate underlying our LIBOR-based borrowings was 0.24% . The remainder of the borrowings under our Credit Agreements is based on the Base Rate (as defined in the Credit Agreements), which ranged from 5.25% to 7.00% at March 31, 2012 . The weighted-average interest rates for variable-rate debt shown in the following table are calculated using the rates in effect on our borrowings as of March 31, 2012 . We cannot predict the LIBOR or Base Rate interest rates that will be in effect in the future, and actual rates will vary. Based on our outstanding borrowings as of March 31, 2012 , an assumed 1% change in variable rates would cause our annual interest cost to change by approximately $4.0 million , after giving effect to our interest rate hedges which are further described below. The estimated fair value of our long-term debt at March 31, 2012 is $2.1 billion .

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The following table shows information about future maturities of our long-term debt and the weighted-average stated interest rates in effect at March 31, 2012 (dollars in thousands, unaudited):

	Current Portion as of March 31,
	2012			2013			2014			2015			2016			Thereafter			Total
Long-term debt:
Fixed-rate (a)	$	2,088		$	2,324		$	2,535		$	2,682		$	627,843		$	33,317		$	670,789
Weighted-average interest rate	4.36		%	4.33		%	4.32		%	4.33		%	3.65		%	3.79		%	3.67		%
Variable-rate	$	14,305		$	14,305		$	14,305		$	14,305		$	1,717,013		$	—		$	1,774,233
Weighted-average interest rate	4.5		%	4.5		%	4.5		%	4.5		%	4.49		%	—		%	4.49		%

(a) Includes increasing-rate Senior Notes

We are also exposed to interest rate risk related to our interest rate swap agreements which we use to hedge a portion of our variable-rate debt. As of March 31, 2012 , we have three variable-to-fixed interest rate swaps which effectively hedge a portion of the interest rate risk on borrowings under our Credit Agreements. Our interest rate swaps are matched with specific debt obligations, are designated as cash flow hedges, and qualify for hedge accounting. We do not use derivative financial instruments for trading or speculative purposes. Interest differentials resulting from interest rate swap agreements are recorded on an accrual basis as an adjustment to interest expense. Interest rate movements also affect the fair value of these interest rate swaps, which is reflected in other long-term liabilities in our condensed consolidated balance sheet. Fair value is estimated based upon current interest rates, and predictions of future interest rate levels along a yield curve, the remaining duration of the instruments, and other market conditions; therefore, fair value is subject to significant estimation and a high degree of variability between periods; however, to the extent that the interest rate swaps are effective in hedging the designated risk, the changes in the fair value of these interest rate swaps are deferred in other comprehensive income on our condensed consolidated balance sheet. Certain future events, including prepayment, refinancing or acceleration of the hedged debt, could cause all or a portion of these hedges to become ineffective, in which case the changes in the fair value of the ineffective portion of the interest rate swaps would be recognized in the statement of operations in the period of change. In addition, we are exposed to credit risk should our counterparties fail to perform under the terms of the interest rate swap agreements, however, we seek to minimize our exposure to this risk by entering into interest rate swap agreements with highly rated counterparties, and we do not believe we are exposed to significant credit risk as of March 31, 2012 .

The following table provides information about our interest rate swaps at March 31, 2012 (amounts in thousands, unaudited):

	Contractual Maturity Date Years Ending December 31,
	2012			2013			2014			2015			2016			Thereafter			Total
Interest rate swaps:
Notional amount	$	33,162		$	48,858		$	55,070		$	1,170,697		$	—		$	—		$	1,307,787
Weighted-average interest rate payable (a)	1.43		%	1.42		%	1.42		%	1.42		%	—		%	—		%	1.43		%
Weighted-average variable interest rate receivable (b)	0.46		%	0.46		%	0.45		%	0.45		%	—		%	—		%	0.46		%

(a)           Based on actual fixed rates payable.

(b)           Based on actual variable rates receivable at March 31, 2012.

Additional information about our Credit Agreements and interest rate swap agreements is included in Notes 6 and 7 to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

Item 4.Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer and principal financial officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).

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Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II—OTHER INFORMATION

Item 1.Legal Proceedings

Station and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of the following matters and litigation inherently involves significant costs.

Item 1A.Risk Factors

A description of our risk factors can be found in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2011 . There have been no material changes in the risk factors described in such Annual Report on Form 10-K.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds—None.

Item 3.Defaults Upon Senior Securities—None.

Item 4.Mine Safety Disclosures—None.

Item 5.Other Information— None.

Item 6.Exhibits

(a)Exhibits—

No. 10.1—Second Amendment and Consent to Credit Agreement dated as of May 4, 2012 by and among NP Opco LLC, as borrower, the lenders party thereto, and Deutsche Bank AG Cayman Islands Branch, as administrative agent.

No. 10.2—First Amendment to Management Agreement dated as of April 26, 2012 by and between the Company and FE Propco Management LLC.

No. 10.3—First Amendment to Management Agreement dated as of April 26, 2012 by and between NP Opco LLC and FE Opco Management LLC.

No. 10.4—First Amendment to Management Agreement dated as of April 26, 2012 by and between NP Tropicana LLC and FE Landco Management LLC.

No. 10.5—First Amendment to Management Agreement dated as of November 8, 2011 by and between Station GVR Acquisition, LLC and FE GVR Management LLC.

No. 10.6—Second Amendment to Management Agreement dated as of April 26, 2012 by and between Station GVR Acquisition, LLC and FE GVR Management LLC.

No. 31.1—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 31.2—Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

No. 32.1—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No. 32.2—Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

No. 101.INS*—XBRL Instance Document

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No. 101.SCH*—XBRL Taxonomy Extension Schema Document

No. 101.CAL*—XBRL Taxonomy Extension Calculation Linkbase Document

No. 101.DEF*—XBRL Taxonomy Extension Definition Linkbase Document

No. 101.LAB*—XBRL Taxonomy Extension Label Linkbase Document

No. 101.PRE*—XBRL Taxonomy Extension Presentation Linkbase Document

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		STATION CASINOS LLC, Registrant
DATE:	May 15, 2012	/s/ THOMAS M. FRIEL
		Thomas M. Friel,  Executive Vice President, Chief Accounting Officer and Treasurer (Principal Accounting Officer)

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Exhibit 10.1

SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT

This SECOND AMENDMENT AND CONSENT TO CREDIT AGREEMENT (collectively, this “Second Amendment”) is entered into as of May 4, 2012, by and among NP Opco LLC (the “Borrower”), the Lenders (as defined below) party hereto, and Deutsche Bank AG Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

RECITALS

WHEREAS, the Borrower, various financial institutions (the “Lenders “) and the Administrative Agent are parties to that certain Credit Agreement, dated as of June 16, 2011 and amended as of June 30, 2011 (as so amended, the “Credit Agreement “), pursuant to which, among other things, the Lenders have agreed, subject to the terms and conditions set forth therein, to make certain loans and other financial accommodations to the Borrower; and

WHEREAS, the Borrower has requested, and the Required Lenders have agreed, to modify, and grant a consent pursuant to, certain provisions of the Credit Agreement on the terms and conditions contained herein;

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendments and Consent to Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below):

(i) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definition in the appropriate alphabetical order:

“Consolidated Cash Interest Expense” means, for any period, the Consolidated Interest Expense for such period calculated, for this purpose, by including only cash interest expense and cash interest income for such period.”

(ii)    The definition of “Interest Coverage Ratio” appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting the text “Consolidated Interest Expense” appearing in such definition and inserting the text “Consolidated Cash Interest Expense” in lieu thereof.

(iii)    Section 6.24 of the Credit Agreement is hereby amended by deleting the text “the first anniversary of the Closing Date” appearing therein and inserting the text “October 16, 2012” in lieu thereof.

(iv)     The Required Lenders hereby consent to (and authorize the Administrative Agent to consent pursuant to Section 7.13(g) of the Credit Agreement to the Borrower’s entry into) an amendment to the Parent Cost Allocation Agreement in the form attached as Exhibit A hereto.

SECTION 2. Representations and Warranties . The Borrower hereby represents and warrants that:

(i)no Default exists as of the Second Amendment Effective Date, both before and after giving effect to this Second Amendment; and

(ii)all of the representations and warranties contained in the Credit Agreement or the other Loan Documents are true and correct in all material respects on the Second Amendment Effective Date both before and after giving effect to this Second Amendment; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such respective dates.

SECTION 3.     Reference To And Effect Upon The Credit Agreement . (a) From and after the Second Amendment Effective Date, (i) the term “Agreement” in the Credit Agreement, and all references to the Credit Agreement in any other Loan Document, shall mean the Credit Agreement as modified hereby, and (ii) this Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(b)      This Second Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document.

SECTION 4.     Counterparts, Etc.     This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Second Amendment by delivering by facsimile or other electronic transmission a signature page of this Second Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature. Section headings in this Second Amendment are included herein for convenience of reference only and shall not constitute part of this Second Amendment for any other purpose.

SECTION 5.     Governing Law . This Second Amendment and the rights and obligations of the parties under this Second Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

SECTION 6.    Effectiveness.     This Second Amendment shall become effective at the time (the “Second Amendment Effective Date”) when each of the following conditions has been satisfied:

(i)	the Administrative Agent shall have received duly executed signature pages for this Second Amendment signed by the Borrower and Lenders constituting the Required Lenders; and
(ii)	the Borrower shall have paid to the Administrative Agent and the Lenders all fees, costs and expenses (including, without limitation, legal fees and expenses) payable to the Administrative Agent and the Lenders to the extent then due.

The Administrative Agent shall provide prompt written notice of the occurrence of the Second Amendment Effective Date to the Lenders.

[Signature Pages to follow]

IN WITNESS WHEREOF, this Second Amendment has been executed by the parties hereto as of the date first written above.

NP OPCO LLC
By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President & Treasurer

Signature Page to Second Amendment to Credit Agreement

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,
as Administrative Agent and Lender
By:	/s/ Benjamin Souh
Name:	Benjamin Souh
Title:	Vice President
By:	/s/ David A. Reid
Name:	David A. Reid
Title:	Director

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Donald Shokrian
Name:	Donald Shokrian
Title:	Managing Director

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
J.P. Morgan Whitefriars Inc.
By:	/s/ Virginia R. Conway
Name:	Virginia R. Conway
Title:	Attorney - in - Fact

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
KINGSLAND II, LTD.
By:	Kingsland Capital Management, LLC, as Manager
By:		/s/ Scott Lotter
Name:		Scott Lotter
Title:		Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
KINGSLAND III, LTD.
By:	Kingsland Capital Management, LLC, as Manager
By:		/s/ Scott Lotter
Name:		Scott Lotter
Title:		Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
KINGSLAND IV, LTD.
By:	Kingsland Capital Management, LLC, as Manager
By:		/s/ Scott Lotter
Name:		Scott Lotter
Title:		Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
KINGSLAND V, LTD.
By:	Kingsland Capital Management, LLC, as Manager
By:		/s/ Scott Lotter
Name:		Scott Lotter
Title:		Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
SPCP GROUP, LLC
By:	/s/ David F. Steinmetz
Name:	David F. Steinmetz
Title:	Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
SPF CDO I, LTD.
By:	/s/ David F. Steinmetz
Name:	David F. Steinmetz
Title:	Authorized Signatory

Signature Page to Second Amendment to Credit Agreement

NAME OF INSTITUTION:
WELLS FARGO BANK, N.A.
By:	/s/ Reginald T. Dawson
Name:	Reginald T. Dawson
Title:	Senior Vice President

Signature Page to Second Amendment to Credit Agreement

EXHIBIT A

FIRST AMENDMENT TO PARENT

COST ALLOCATION AGREEMENT

[ATTACHED]

FIRST AMENDMENT TO COST ALLOCATION AGREEMENT

This FIRST AMENDMENT TO COST ALLOCATION AGREEMENT, dated as of                              , 2012 (this “ Amendment”), is made and entered into by NP Opco Holdings LLC, a Nevada limited liability company (“ New Opco Holdco”) and Station Casinos LLC, a Nevada limited liability company (“ New Propco”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Cost Allocation Agreement (defined below).

RECITALS

WHEREAS, New Opco Holdco, subsidiaries of New Opco Holdco, and New Propco are parties to that certain Cost Allocation Agreement, dated as of June 16, 2011 (the “Cost Allocation Agreement “); and

WHEREAS, subject to and on the terms and conditions provided herein, the parties hereto wish to amend Section 6(d) of the Cost Allocation Agreement.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. Amendment to Cost Allocation Agreement. Effective as of the date hereof, Section 6(d) the Cost Allocation Agreement is hereby amended and restated in its entirety to read as follows:

“New Propco shall, or shall cause its Affiliates, at the expense of Opco, to design, procure, install, and test an IT System (including associated hardware and software and using the existing infrastructure located at the Texas Station property, but not including the establishment of a redundant or back-up IT System, that is capable of operating the Opco Properties (as defined in the Transition Services Agreement) owned, on a stand-alone basis which may be operated with no technological connection to any equipment or control provided by the Propco Companies in the event of a separation of the Opco Companies from New Propco and which shall have capabilities that are substantially similar as the existing New Propco IT System by October 16, 2012 (being the date that is 122 days after the first anniversary of the date hereof). “IT System” shall have the meaning as set forth in the Transition Services Agreement. Costs and expenses incurred by the Propco Companies pursuant to this Section 6(d) shall be deemed Direct Costs hereunder.”

SECTION 2. Cost Allocation Agreement References. Effective as of the date hereof, references in the Cost Allocation Agreement (including references to the Cost Allocation Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the LLC Agreement as amended hereby.

Signature Page to the Amended and Restated Shared Services Agreement

SECTION 3. Miscellaneous.

a. Except as provided for herein, the Cost Allocation Agreement shall remain unchanged and in full force and effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without regard to the principles of conflicts of laws thereof.

b. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Amendment by delivering by facsimile or other electronic transmission a signature page of this Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute part of this Second Amendment for any other purpose.

[Signature Page Follows]

IN WITNESS WHEREOF , the undersigned has executed this Amendment as of the date set forth above.

Station Casinos LLC
By:
	Name:
	Title:

Signature Page to the First Amendment to Cost Allocation Agreement

NP Auburn Development LLC
NP Centerline Holdings LLC
NP Durango LLC
NP FH Excess LLC
NP Fiesta LLC
NP Fresno Land Acquisitions LLC
NP Gold Rush LLC
NP Green Valley LLC
NP Hanger Leaseco LLC
NP Horizon Park LLC
NP Inspirada LLC
NP Lake Mead LLC
NP LML LLC
NP Magic Star LLC
NP Mt. Rose LLC
NP Northern Acquisitions LLC
NP Opco LLC
NP Opco Holdings LLC
NP Past Enterprises LLC
NP Rancho LLC
NP Reno Convention Center LLC
NP River Central LLC
NP ROTMA LLC
NP Santa Fe LLC NP Steamboat LLC
NP Sonoma Land Holdings LLC
NP Sunset Lindell LLC
NP Texas LLC
NP Town Center LLC
SC Rancho Development, LLC
Sonoma Land Acquisition Company, LLC
Station Development, LLC
By:
	Name:
	Title:

Signature Page to the First Amendment to Cost Allocation Agreement

SC Butte Development, LLC
SC Butte Management, LLC
SC Madera Development, LLC
SC Madera Management, LLC
SC Michigan, LLC
SC Sonoma Development, LLC
SC Sonoma Management, LLC
By:
	Name:
	Title:

Signature Page to the First Amendment to Cost Allocation Agreement

Greens Café, LLC
Sunset GV, LLC
Town Center Amusements Inc., a Limited Liability Company
By:	NP Green Valley LLC, its manager
By:
	Name:
	Title:

Signature Page to the First Amendment to Cost Allocation Agreement

Exhibit 10.2

FIRST AMENDMENT TO MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between STATION CASINOS LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE PROPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

RECITALS

WHEREAS, the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended, supplemented or otherwise modified and in effect on the date hereof, the “Management Agreement”);

WHEREAS, NP Red Rock LLC, a limited liability company organized under the laws of Nevada, NP Sunset LLC, a limited liability company organized under the laws of Nevada, NP Boulder LLC, a limited liability company organized under the laws of Nevada and NP Palace LLC, a limited liability company organized under the laws of Nevada are each wholly-owned subsidiaries of Owner and “Property Owners” under and as defined in the Management Agreement; and

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

AGREEMENT

NOW THEREFORE, in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

1.Amendment to the Management Agreement.

Section 15.4(b) of the Management Agreement is hereby amended and restated by deleting such Section 15.4(b) in its entirety and replacing such Section 15.4(b) with the following:

“(b)     Notwithstanding the foregoing, Manager may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement.”

2.    Mutual Representations, Warranties, and Covenants.

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

1

a.	Enforceability. The Management Agreement as amended by this Amendment is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
b.	Power and Authority. Such Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, the Management Agreement as amended by this Amendment.
c.	Authorization. The execution and delivery of this Amendment and the performance of its obligations under the Management Agreement as amended by this Amendment have been duly authorized by all necessary action on its part. This Amendment has been duly and validly executed and delivered by such Party.

3.    Management Agreement in Full Force and Effect.

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

4.    Miscellaneous Terms.

The provisions of Sections 17.4, 17.5, 17.6, 17.8, and 17.11 of the Management Agreement are applicable to this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

STATION CASINOS LLC,
a Nevada limited liability company
By:	/s/ Richard Haskins
Name:	Richard Haskins
Title:	Executive Vice President
FE PROPCO MANAGEMENT LLC,
a Delaware limited liability company
By:	Fertitta Entertainment LLC, its member
By:	/s/ Marc Falcone
Name:	Marc Falcone
Title:	Authorized Person

[Signature Page to First Amendment to FE Propco Management Agreement]

3

NP BOULDER LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP PALACE LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP RED ROCK LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President

[Signature Page to First Amendment to FE Propco Management Agreement]

4

NP SUNSET LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President

[Signature Page to First Amendment to FE Propco Management Agreement]

5

Exhibit 10.3

FIRST AMENDMENT TO MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between NP OPCO LLC, a limited liability company organized under the laws of Nevada (“Owner”), and FE OPCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

RECITALS

WHEREAS, the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended, supplemented or otherwise modified and in effect on the date hereof, the “Management Agreement”);

WHEREAS, NP Fiesta LLC, a limited liability company organized under the laws of Nevada, NP Gold Rush LLC, a limited liability company organized under the laws of Nevada, NP Lake Mead LLC, a limited liability company organized under the laws of Nevada, NP LML LLC, a limited liability company organized under the laws of Nevada, NP Magic Star LLC, a limited liability company organized under the laws of Nevada, NP Rancho LLC, a limited liability company organized under the laws of Nevada, NP Santa Fe LLC, a limited liability company organized under the laws of Nevada, NP Texas LLC, a limited liability company organized under the laws of Nevada, NP Green Valley LLC, a limited liability company organized under the laws of Nevada and NP Auburn Development LLC, a limited liability company organized under the laws of California are each wholly-owned subsidiaries of Owner and “Property Owners” under and as defined in the Management Agreement; and

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

AGREEMENT

NOW THEREFORE, in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

1.Amendment to the Management Agreement.

Section 15.4(b) of the Management Agreement is hereby amended and restated by deleting such Section 15.4(b) in its entirety and replacing such Section 15.4(b) with the following:

“(b)     Notwithstanding the foregoing, Manager may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement.”

1

2.     Mutual Representations, Warranties, and Covenants.

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

a.	Enforceability. The Management Agreement as amended by this Amendment is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.
b.	Power and Authority. Such Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, the Management Agreement as amended by this Amendment.
c.	Authorization. The execution and delivery of this Amendment and the performance of its obligations under the Management Agreement as amended by this Amendment have been duly authorized by all necessary action on its part. This Amendment has been duly and validly executed and delivered by such Party.

3.    Management Agreement in Full Force and Effect.

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

4.    Miscellaneous Terms.

The provisions of Sections 17.4, 17.5, 17.6, 17.8, and 17.11 of the Management Agreement are applicable to this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

NP OPCO LLC,
a Nevada limited liability company
By:	/s/ Richard Haskins
Name:	Richard Haskins
Title:	Senior Vice President
FE OPCO MANAGEMENT LLC,
a Delaware limited liability company
By:	Fertitta Entertainment LLC, its member
By:	/s/ Marc Falcone
Name:	Marc Falcone
Title:	Authorized Person

[Signature Page to First Amendment to FE Opco Management Agreement]

3

NP FIESTA LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP GOLD RUSH LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP LAKE MEAD LLC,
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP LML LLC ,
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President

[Signature Page to First Amendment to FE Opco Management Agreement]

4

NP MAGIC STAR LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP RANCHO LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP SANTA FE LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP TEXAS LLC,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP GREEN VALLEY LLC ,
a Nevada limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President
NP AUBURN DEVELOPMENT LLC,
a California limited liability company
By:	/s/ Thomas Friel
Name:	Thomas Friel
Title:	Senior Vice President

[Signature Page to First Amendment to FE Opco Management Agreement]

5

Exhibit 10.4

FIRST AMENDMENT TO MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “ Amendment”) is made and entered into as of April 26, 2012 by and between NP TROPICANA LLC, a limited liability company organized under the laws of Nevada, and FE LANDCO MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “ Party” and collectively as the “ Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

RECITALS

WHEREAS , the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended, supplemented or otherwise modified and in effect on the date hereof, the “Management Agreement “); and

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

AGREEMENT

NOW THEREFORE , in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

1.Amendment to the Management Agreement .

Section 15.4(b) of the Management Agreement is hereby amended and restated by deleting such Section 15.4(b) in its entirety and replacing such Section 15.4(b) with the following:

“(b)    Notwithstanding the foregoing, Manager may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement.”

2.     Mutual Representations, Warranties, and Covenants .

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

a. Enforceability. The Management Agreement as amended by this Amendment is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

b. Power and Authority. Such Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, the Management Agreement as amended by this Amendment.

c. Authorization. The execution and delivery of this Amendment and the performance of its obligations under the Management Agreement as amended by this Amendment have been duly authorized by all necessary action on its part. This Amendment has been duly and validly executed and delivered by such Party.

3.     Management Agreement in Full Force and Effect .

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

4.     Miscellaneous Terms.

The provisions of Sections 17.4, 17.5, 17.6, 17.8, and 17.11 of the Management Agreement are applicable to this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

NP TROPICANA LLC,

a Nevada limited liability company

By:	/s/ Richard Haskins
Name:	Richard Haskins
Title:	Senior Vice President
FE LANDCO MANAGEMENT LLC,
a Delaware limited liability company
By:	Fertitta Entertainment LLC, its member
By:	/s/ Marc Falcone
Name:	Marc Falcone
Title:	Authorized Person

[Signature Page to First Amendment to Landco Management Agreement]

Exhibit 10.5

FIRST AMENDMENT TO MANAGEMENT AGREEMENT

This FIRST AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment “) is made and entered into as of November 8, 2011 by and between Station GVR ACQUISITION, LLC, a limited liability company organized under the laws of Nevada, and FE GVR MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party “ and collectively as the “Parties “. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

RECITALS

WHEREAS, the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended, supplemented or otherwise modified and in effect on the date hereof, the “ Management Agreement”); and

WHEREAS , each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

AGREEMENT

NOW THEREFORE, in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment to the Management Agreement.

Section 4.1(c) of the Management Agreement is hereby amended by deleting the reference to “$10,000,000” and inserting in place thereof a reference to “$2,000,000”.

2.    Mutual Representations, Warranties, and Covenants.

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

a. Enforceability. The Management Agreement as amended by this Amendment is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

b. Power and Authority. Such Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, the Management Agreement as amended by this Amendment.

c. Authorization. The execution and delivery of this Amendment and the performance of its obligations under the Management Agreement as amended by this Amendment have been duly authorized by all necessary action on its part. This Amendment has been duly and validly executed and delivered by such Party.

3.    Management Agreement in Full Force and Effect.

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

4.    Miscellaneous Terms.

The provisions of Article XVII of the Management Agreement are applicable to this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK ]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

STATION GVR ACQUISITION, LLC,

a Nevada limited liability company

By:	/s/ Thomas M. Friel
Name:	Thomas M. Friel
Title:	Senior Vice President
FE GVR MANAGEMENT LLC,
a Delaware limited liability company
By:	Fertitta Entertainment LLC, its member
By:	/s/ Marc J. Falcone
Name:	Marc J. Falcone
Title:	Executive Vice President

Exhibit 10.6

SECOND AMENDMENT TO MANAGEMENT AGREEMENT

This SECOND AMENDMENT TO MANAGEMENT AGREEMENT (this “Amendment”) is made and entered into as of April 26, 2012 by and between STATION GVR ACQUISITION, LLC, a limited liability company organized under the laws of Nevada, and FE GVR MANAGEMENT LLC, a limited liability company organized under the laws of Delaware. Each party named above is hereinafter referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Management Agreement (as defined below).

RECITALS

WHEREAS, the Parties have heretofore entered into that certain Management Agreement dated as of June 16, 2011 (as amended pursuant to that certain First Amendment to Management Agreement dated as of November 8, 2011, the “Management Agreement”); and

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Amendment with the assistance of professional legal advisors of its own choosing.

AGREEMENT

NOW THEREFORE, in consideration for the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound hereby, the Parties hereby agree as follows:

1.Amendment to the Management Agreement.

Section 15.4(b) of the Management Agreement is hereby amended and restated by deleting such Section 15.4(b) in its entirety and replacing such Section 15.4(b) with the following:

“(b)     Notwithstanding the foregoing, Manager may, without the prior written approval of Owner, encumber and pledge, as security for any loan or other indebtedness (or obligation) incurred by Manager and/or its Affiliates, Manager’s interest in the Management Fees and any other proceeds of Manager and its Affiliates under this Agreement.”

2.    Mutual Representations, Warranties, and Covenants.

Each Party makes the following representations and warranties, solely with respect to itself, to each other Party:

a. Enforceability . The Management Agreement as amended by this Amendment is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

b. Power and Authority . Such Party has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its respective obligations under, the Management Agreement as amended by this Amendment.

c. Authorization. The execution and delivery of this Amendment and the performance of its obligations under the Management Agreement as amended by this Amendment have been duly authorized by all necessary action on its part. This Amendment has been duly and validly executed and delivered by such Party.

3.    Management Agreement in Full Force and Effect.

Except as expressly modified by this Amendment, the Management Agreement remains in full force and effect pursuant to its terms. All references to the Management Agreement in other documentation between the Parties shall be deemed to be a reference to the Management Agreement as amended by this Amendment.

4.    Miscellaneous Terms.

The provisions of Sections 17.4, 17.5, 17.6, 17.8, and 17.11 of the Management Agreement are applicable to this Amendment.

[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first written above.

STATION GVR ACQUISITION, LLC ,

a Nevada limited liability company

By:	/s/ Richard Haskins
Name:	Richard Haskins
Title:	Senior Vice President
FE GVR MANAGEMENT LLC,
a Delaware limited liability company
By:	Fertitta Entertainment LLC, its member
By:	/s/ Marc Falcone
Name:	Marc Falcone
Title:	Authorized Person

Exhibit 31.1

CERTIFICATION

I, Frank J. Fertitta III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Station Casinos LLC;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2012

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chairman of the Board,

Chief Executive Officer and President

Exhibit 31.2

CERTIFICATION

I, Thomas M. Friel, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Station Casinos LLC;

2.Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a 15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

(b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a 15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2012

/s/ THOMAS M. FRIEL

Thomas M. Friel

Executive Vice President

Chief Accounting Officer and Treasurer

(Principal Accounting Officer)

Exhibit 32.1

Station Casinos LLC

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

1.             Frank J. Fertitta III is the Chief Executive Officer of Station Casinos LLC (the “Company”).

2.             The undersigned certifies to the best of his knowledge:

(A)The Company’s Form 10-Q for the quarter ended March 31, 2012 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2012

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chairman of the Board,

Chief Executive Officer and President

Exhibit 32.2

Station Casinos LLC

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. Section 1350)

Pursuant to the requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections 1350(a) and (b)), the undersigned hereby certify as follows:

1.Thomas M. Friel is the Principal Accounting Officer of Station Casinos LLC (the “Company”).

2.The undersigned certifies to the best of his knowledge:

(A)The Company’s Form 10-Q for the quarter ended March 31, 2012 accompanying this Certification, in the form filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (the “Exchange Act”); and

(B)The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 15, 2012

/s/ THOMAS M. FRIEL

Thomas M. Friel

Executive Vice President

Chief Accounting Officer and Treasurer

(Principal Accounting Officer)