S-4

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on May 31, 2013

Registration No. 033-[                ]

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)

Richard J. Haskins
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
7.50% Senior Notes due 2021	$500,000,000	100%	$500,000,000	$68,200
Guarantees of the 7.50% Senior Notes due 2021	$500,000,000	100%	$500,000,000	(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.

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER*	STATE OF ORGANIZATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBERS		I.R.S. EMPLOYER IDENTIFICATION NUMBER
NP Auburn Development LLC	California		7990	27-4350303
NP Boulder LLC	Nevada		7990	27-3312313
NP Centerline Holdings LLC	Nevada		7990	27-4357446
NP Development LLC	Nevada		7990	27-4414759
NP Durango LLC	Nevada		7990	27-4348250
NP FH Excess LLC	Nevada		7990	27-4357917
NP Fiesta LLC	Nevada		7990	27-3483838
NP Fresno Land Acquisitions LLC	California		7990	27-4386213
NP Gold Rush LLC	Nevada		7990	27-3483949
NP Green Valley LLC	Nevada		7990	27-3484140
NP Hanger Leaseco LLC	Nevada		7990	27-4373024
NP Horizon Park LLC	Nevada		7990	27-4373520
NP Inspirada LLC	Nevada		7990	27-4373819
NP IP Holdings LLC	Nevada		7990	27-3312208
NP Lake Mead LLC	Nevada		7990	27-3483890
NP LML LLC	Nevada		7990	27-3484201
NP Losee Elkhorn Holdings LLC	Nevada		7990	45-2430388
NP Magic Star LLC	Nevada		7990	27-3484005
NP Mt. Rose LLC	Nevada		7990	27-4374111
NP Northern NV Acquisitions LLC	Nevada		7990	27-4375084
NP Opco Holdings LLC	Nevada		7990	27-3484271
NP Opco LLC	Nevada		7990	27-3484225
NP Palace LLC	Nevada		7990	27-3312372
NP Past Enterprises LLC	Nevada		7990	27-4348523
NP Rancho LLC	Nevada		7990	27-3483980
NP Red Rock LLC	Nevada		7990	27-3312418
NP Reno Convention Center LLC	Nevada		7990	27-4375362
NP River Central LLC	Nevada		7990	27-3484252
NP ROTMA LLC	Nevada		7990	27-4375495
NP Santa Fe LLC	Nevada		7990	27-3484083
NP Sonoma Land Holdings LLC	California		7990	27-4386428
NP Steamboat LLC	Nevada		7990	27-4375638
NP Sunset Lindell LLC	Nevada		7990	27-4375793
NP Sunset LLC	Nevada		7990	27-3312450
NP Texas LLC	Nevada		7990	27-3484110

EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER*	STATE OF ORGANIZATION	PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBERS		I.R.S. EMPLOYER IDENTIFICATION NUMBER
NP Town Center LLC	Nevada		7990	27-4376080
SC Butte Development, LLC	California		7990	86-1101728
SC Butte Management, LLC	California		7990	86-1101726
SC Madera Development, LLC	California		7990	76-0745028
SC Madera Management, LLC	California		7990	76-0745025
SC Michigan, LLC	Nevada		7990	84-1644934
SC Rancho Development, LLC	Nevada		7990	20-4729808
SC Sonoma Development, LLC	California		7990	74-3090767
SC Sonoma Management, LLC	California		7990	74-3090786
SC SP 1 LLC	Nevada		7990	46-1036784
SC SP 2 LLC	Nevada		7990	46-1109329
SC SP 3 LLC	Nevada		7990	46-1114439
SC SP 4 LLC	Nevada		7990	46-1123185
SC SP 5 LLC	Nevada		7990	46-1264831
SC SP Holdco LLC	Nevada		7990	61-1693277
Sonoma Land Acquisition Company, LLC	California		7990	26-0443796
Station California, LLC	California		7990	47-0905880
Station Development, LLC	California		7990	47-0905934
Station GVR Acquisition, LLC	Nevada		7990	27-4440679

*

Each additional registrant is a direct or indirect subsidiary of Station Casinos LLC. The address, including zip code, and telephone number, including area code, of each registrant's principal executive offices is c/o Station Casinos LLC, 1505 South Pavilion Center Drive, Las Vegas, Nevada, telephone (702) 495-3000. The names, address, and telephone number of the agent for service for each additional registrant is Richard J. Haskins, Station Casinos LLC, 1505 South Pavilion Center Drive, Las Vegas, Nevada, telephone (702) 495-3000.

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 MAY 31, 2013

PROSPECTUS

Station Casinos LLC

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)
FOR
7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES") AND
GUARANTEES OF THE EXCHANGE NOTES BY THE GUARANTORS NAMED HEREIN

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 7.50% Senior Notes due 2021 (the "Existing Notes") tendered in accordance with the procedures described in this prospectus, and not withdrawn, for an equal principal amount of its registered 7.50% Senior Notes due 2021 (the "Exchange Notes" and along with the Existing Notes, the "Notes").

The exchange offer will expire at 5:00 p.m., New York City time, on [                                     ], 2013, the 20th day following the date of this prospectus, unless extended in our sole and absolute discretion (the "Expiration Date").

Terms of the Exchange Offer

•

We are offering to exchange up to $500,000,000 aggregate principal amount of the Exchange Notes for an equal principal amount of the Existing Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.

•

You may withdraw tendered Existing Notes at any time prior to the expiration of the exchange offer.

•

The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate, maturity and redemption rights) to the Existing Notes for which they may be exchanged, except that the exchange notes generally will not be subject to transfer restrictions or be entitled to registration rights. 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 March 1, 2013, among the Company, the Guarantors and Wells Fargo Bank, National Association, as Trustee (the "Indenture").

•

The Exchange Notes are guaranteed on a senior unsecured basis (each, a "guarantee") by each of our existing and future direct and indirect restricted subsidiaries that guarantee our obligations under our New Credit Facility (as defined herein) (the "Guarantors") as described in this prospectus.

•

The exchange of Existing Notes for Exchange Notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. See the discussion under the caption "Certain U.S. Federal Income Tax Considerations."

•

There is no existing market for the Exchange Notes to be issued, and we do not intend to apply for listing or quotation on any securities exchange or market.

•

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").

You should consider the "Risk factors" beginning on page 19 of this prospectus before you decide whether to participate in the exchange offer.

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.

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."

The date of this prospectus is [                                    ], 2013.

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	10
Summary Description of the Exchange Notes	13
Risk Factors	19
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 Existing Notes	48
Description of the Exchange Notes	49
Book-Entry, Delivery and Form	101
Certain U.S. Federal Income Tax Considerations	104
Plan of Distribution	106
Legal Matters	107
Experts	107

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 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 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. 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.sclv.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

        The SEC allows us to incorporate certain information into this prospectus by reference to other documents that we file with the SEC. This means that we can disclose important information to you for purposes of this prospectus by referring you to other documents that have been filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by information that is included directly in this document.

        We incorporate into this prospectus by reference:

•

our Annual Report on Form 10-K for the year ended December 31, 2012 that we filed with the SEC on March 22, 2013;

•

our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 that we filed with the SEC on May 15, 2013; and

•

our Current Reports on Form 8-K filed with the SEC on February 11, 2013, February 15, 2013, February 19, 2013, and March 1, 2013.

        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, 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

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.

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") under Chapter 11 of the United States Bankruptcy Code (the "Chapter 11 Cases"). 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 Exchange Notes.

Our Company

        We are a premier gaming and entertainment company established in 1976 that develops and operates casino entertainment facilities. We currently own and operate nine major hotel/casino properties principally under the Station and Fiesta brands and seven smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage the Gun Lake Casino in Allegan County, Michigan and have a contract to manage the Graton Resort & Casino in Sonoma County, California, which commenced construction in June 2012 and is expected to open by the end of 2013.

        We also hold a majority ownership interest in Fertitta Interactive LLC ("Fertitta Interactive"), which launched its real money online gaming operations under the Ultimate Gaming brand on April 30, 2013. We have made a significant investment in Fertitta Interactive and we expect that we will continue to make significant capital contributions to support its business strategy.

        We 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 Las Vegas area residents. We believe that our out-of-town patrons are also discerning customers who enjoy a high-quality, value oriented 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 attract 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 growth.

        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.

1

Our Properties

        Set forth below is certain information as of March 31, 2013 concerning our properties, each of which is more fully described following the table.

	Hotel Rooms		Slots(1)		Gaming Tables(2)		Parking Spaces(3)		Acreage
Red Rock		811		2,952		69		5,500		64
Green Valley Ranch		495		2,422		48		4,000		40
Palace Station		972		1,693		44		3,000		30
Boulder Station		300		2,692		33		3,300		54
Texas Station		201		1,785		24		4,700		47
Sunset Station		457		2,414		39		5,800		82
Santa Fe Station		200		2,517		39		5,200		39
Fiesta Rancho		100		1,407		14		2,800		25
Fiesta Henderson		224		1,678		18		3,400		46
Wild Wild West		260		182		6		592		19
Wildfire Rancho		—		210		—		265		5
Wildfire Boulder		—		169		—		230		2
Wildfire Sunset		—		142		—		123		1
Barley's (50% owned)		—		198		—		—		—
The Greens (50% owned)		—		38		—		—		—
Wildfire Lanes (50% owned)		—		199		—		—		—
		4,020		20,698		334		38,910		454

(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.

(3)

Includes covered parking spaces of 3,000 for Red Rock, 2,200 for Green Valley Ranch, 1,500 for Palace Station, 1,500 for Boulder Station, 2,400 for Texas Station, 2,100 for Sunset 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.

        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. The AAA Four Diamond resort 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 1,400 seats and include Hachi (a contemporary Japanese restaurant), T-bones Chophouse, Terra Rossa (an Italian 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, LBS: A Burger Joint (a gourmet burger restaurant) and Pink's Hot Dogs. 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.

        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

3

state-of-the-art spa with outdoor pools, a 10-screen movie theater complex, two gift shops, approximately 60,500 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 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 Quinn's Irish Pub.

        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 entertainment lounge, two 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, three 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 Steakhouse, Pasta Cucina (an Italian restaurant) and Cabo Mexican Restaurant. In addition to these restaurants, Boulder Station offers various fast-food outlets.

        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, five 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 Splitz Bar. Texas Station also offers a variety of fast-food outlets.

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        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 six full-service restaurants themed to capitalize on the familiarity of the restaurants at our other properties, 13,000 square feet of meeting space, a 500-seat entertainment lounge, a 5,000-seat outdoor amphitheater, six 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 six full-service restaurants have a total of approximately 1,300 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, 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.

        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, four 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 two additional bars. Fiesta Rancho's three full-service restaurants have a total of over 870 seats, and include Blue Agave, Garduno's and Festival Buffet. Fiesta Rancho also offers a variety of fast-food outlets.

        Fiesta Henderson.    Fiesta Henderson was purchased by the Company in January 2001 and is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada. The property features three 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 three full-service restaurants have a total of approximately 900 seats, and include 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, the Wild Wild West hotel was rebranded as Days Inn—Las Vegas under a franchise agreement with Days Inn Worldwide.

        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.

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        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. As of January 2013, Lake Mead Casino is closed and undergoing extensive renovations and is expected to re-open in 2014.

        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 EBITDA of such entities.

Our Managed Properties

        Gun Lake Casino.    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.

        Graton Resort & Casino.    On April 22, 2003, STN entered into development and management agreements with the Federated Indians of Graton Rancheria ("FIGR"), a federally recognized Native American tribe. Pursuant to those agreements, we are assisting the FIGR in developing a gaming and entertainment project located in Sonoma County, California, and will assist the FIGR in operating the project upon completion. As currently contemplated, the project will have a total of approximately 320,000 square feet of space, of which approximately 150,000 square feet will be casino, and the remainder of which will be non-casino space, which will include multiple bars, a food court and various dining options. Construction of the casino commenced in June 2012, and we expect that the project will commence operations in the fourth quarter of 2013. As of March 31, 2013, construction is on schedule and within the allotted construction budget. There can be no assurance, however, that the project will be constructed and opened within this time frame. 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 1 through 4 and 27% of the facility's net income in years 5 through 7. We will also receive a development fee equal to 2% of the cost of the project upon the opening of the project. The National Indian Gaming Commission (the "NIGC") has approved the management agreement for Class II and Class III gaming at the planned facility. At March 31, 2013, the remaining amounts due from the FIGR total $59.0 million, which we will recognize in income as collected.

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Fertitta Interactive Investment

        In November 2012, we acquired a majority ownership interest in Fertitta Interactive. Fertitta Interactive operates Ultimate Gaming and was formed in 2011 with the purchase of Cyber-Arts, a California based company which has developed a real money and social gaming platform under the Ultimate Gaming brand. The Cyber-Arts technology provides a proprietary, highly scalable and robust platform that has a proven track record in the global online marketplace. Fertitta Interactive, through its subsidiary Ultimate Gaming, launched its real money online poker platform in Nevada on April 30, 2013.

Our Business Strategy

        Our primary operating strategy emphasizes attracting and retaining customers who are primarily Las Vegas residents and, to a lesser extent, out-of-town visitors. Our properties attract customers through:

•

convenient locations;

•

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

•

focused marketing efforts targeting our extensive customer database;

•

innovative, frequent and high-profile promotional programs; and

•

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

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

        Provide a High-Value Gaming and Entertainment Experience.    Because we target repeat customers, we are committed to providing a high-value entertainment experience for our customers in restaurants, hotels, casinos and other entertainment amenities. We have developed regional entertainment destinations for Las Vegas residents 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 gaming customers, as dining is a primary motivation for casino visits by many guests. 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 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.

        Innovative Marketing and Promotion Strategy.    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 Las Vegas valley, 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, complimentary slot play, food, beverages, meals in any of the restaurants, hotel rooms, movie passes, entertainment tickets and merchandise.

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        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 this same sense of loyalty among our employees. 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."

Refinancing Transactions

        In March 2013, we undertook a series of transactions to refinance our outstanding indebtedness. We used the net proceeds from the Existing Notes offering together with borrowings under our new $1,625.0 million term loan and $350.0 million revolving credit facility (the "New Credit Facility") and cash on hand, to (i) purchase or otherwise redeem all of our outstanding Senior Notes due 2018 (the "Old Notes"), (ii) repay all amounts outstanding under our $931.3 million senior secured credit facility (the "Propco Credit Agreement"), (iii) repay all amounts outstanding under the $575.0 million credit facility under which our subsidiaries NP Opco LLC ("Opco") and Station GVR Acquisition, LLC ("GVR") were borrowers (the "Opco/GVR Credit Agreement"), and (iv) pay fees and costs associated with such refinancings.

        The offer and sale of the Existing Notes, entry into the New Credit Facility and the use of proceeds therefrom to purchase the Old Notes and refinance the Propco Credit Agreement and Opco/GVR Credit Agreement, are collectively referred to herein as the "Refinancing Transactions."

Summary Corporate Structure

        The following chart illustrates the economic ownership of Station Casinos LLC and the outstanding principal amount of debt obligations as of March 31, 2013:

(1)

CV PropCo LLC and Fertitta Interactive are unrestricted subsidiaries under the indenture governing the Notes and are not guarantors of the Notes or the New Credit Facility.

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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 March 1, 2013, we issued and sold $500,000,000 in aggregate 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 March 1, 2013 (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	7.50% Senior Notes due 2021.
Exchange Notes	7.50% Senior Notes due 2021. 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 $500.0 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 [                    ], 2013, 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 [                    ], 2013. 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. 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.
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.

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Taxation The exchange of Existing Notes for Exchange Notes will not be a taxable transaction for U.S. 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 Exchange Notes.

Issuer	Station Casinos LLC.
Exchange Notes Offered	$500,000,000 aggregate principal amount of 7.50% Senior Notes due 2021.
Maturity	March 1, 2021.
Interest Rate	The Notes will accrue interest at the rate of 7.50% per annum.
Interest Payment Dates	Each March 1 and September 1, commencing September 1, 2013.
Optional Redemption	We may, at our option, redeem some or all of the Notes at any time on or after March 1, 2016, at the redemption prices listed under "Description of the Notes—Optional Redemption." Prior to March 1, 2016, we may also redeem some or all of the Notes at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to the redemption date, plus a make-whole premium. At any time prior to March 1, 2016, we may also redeem up to 35% of the aggregate principal amount of the notes with the net cash proceeds from certain equity offerings. See "Description of the Exchange Notes—Optional Redemption."
Ranking	The Notes and the guarantees will be our and the Guarantors' general senior unsecured obligations and 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, including the New Credit Facility;
	• senior in right of payment to all of our existing and future indebtedness that is subordinated in right of payment to the Notes; and
	• structurally subordinated to any existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors of the Notes.

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	As of March 31, 2013, we and our restricted subsidiaries had approximately $2.2 billion of total indebtedness outstanding, of which approximately $1.6 billion is secured, and $313.3 million of availability under the revolving portion of our New Credit Facility. Our unrestricted subsidiaries had $110.2 million of outstanding indebtedness that is structurally senior to our obligations under the Notes.
Guarantees	The Notes will be guaranteed, jointly and severally, on a senior unsecured basis by each of our current and future restricted subsidiaries that guarantees our obligations under the New Credit Facility. The guarantees may be released under certain circumstances.
Change of Control Offer	If we experience a change in control, we must give holders of the Notes the opportunity to sell us their Notes at 101% of their principal amount, plus accrued and unpaid interest (unless the Notes are or have been otherwise redeemed).
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 our business within a period of time, prepay secured debt or make an offer to purchase an amount of the Notes equal to the excess net cash proceeds. The purchase price of the 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.

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	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 tender your Existing Notes in the exchange offer.

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Summary Historical Consolidated Financial Information

        The summary historical consolidated financial data presented below as of March 31, 2013 and December 31, 2012, for the three months ended March 31, 2013, for the year ended December 31, 2012 and for the period from June 17, 2011 to December 31, 2011 have been derived from the Company's audited consolidated financial statements, which are incorporated by reference in this prospectus. The summary historical consolidated financial data presented below as of and for the fiscal years ended December 31, 2010 and 2009 and for the period from January 1, 2011 through June 16, 2011 have been derived from STN's consolidated financial statements and Green Valley Ranch Gaming, LLC's ("GVR Predecessor") financial statements, as applicable, which are incorporated by reference in 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," incorporated by reference in this prospectus.

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        References in this prospectus to "Successor" refer to the Company on or after June 17, 2011 and references to "Predecessors" refer to STN and GVR Predecessor prior to June 17, 2011 (in thousands):

	Successor									Predecessors
	Station Casinos LLC									Station Casinos, Inc.			Green Valley Ranch Gaming, LLC									Green Valley Ranch Gaming, LLC
																Station Casinos, Inc.
	Three Months Ended March 31,			Year Ended December 31,			Period From June 17, 2011 Through December 31,			Period From January 1, 2011 Through June 16,						Year Ended December 31,						Year Ended December 31,
	2013			2012			2011			2011						2010			2009			2010			2009
	(unaudited)
Net revenues	$	311,791		$	1,229,476		$	629,399		$	464,697		$	84,052		$	944,955		$	1,062,149		$	169,772		$	182,751
Operating costs and expenses, excluding the following items		261,445			1,056,430			550,029			410,393			72,001			856,473			965,006			153,009			162,972
Development and preopening(a)		140			311			718			1,752			—			16,272			12,014			—			—
Asset impairments(b)		—			12,973			2,100			—			—			262,020			1,276,861			—			—
Write-downs and other charges, net(c)		2,513			10,417			4,041			3,953			104			19,245			20,807			9,209			293
Operating income (loss)		47,693			149,345			72,511			48,599			11,947			(209,055	)		(1,212,539	)		7,554			19,486
Gain on dissolution of joint venture(d)		—			—			—			250			—			124,193			—			—			—
Earnings (losses) from joint ventures(e)		519			1,773			(1,533	)		(945	)		—			(248,495	)		(127,643	)		—			—
Operating income (loss) and earnings (losses) from joint ventures		48,212			151,118			70,978			47,904			11,947			(333,357	)		(1,340,182	)		7,554			19,486
(Loss) gain on early retirement of debt(f)		(146,787	)		(51,796	)		1,183			—			—			—			40,348			—			—
Gain on Native American development(g)		—			102,816			—			—			—			—			—			—			—
Change in fair value of derivative instruments		(272	)		(921	)		—			397			—			(42	)		23,729			(50,550	)		14,888
Interest expense, net		(43,299	)		(189,505	)		(92,299	)		(43,294	)		(20,582	)		(104,582	)		(276,591	)		(48,644	)		(51,916	)
Interest and other expense from joint ventures		—			—			—			(15,452	)		—			(66,709	)		(40,802	)		—			—
Income (loss) before reorganization items and income taxes		(142,146	)		11,712			(20,138	)		(10,445	)		(8,635	)		(504,690	)		(1,593,498	)		(91,640	)		(17,542	)
Reorganization items, net(h)		—			—			—			3,259,995			634,999			(82,748	)		(375,888	)		—			—
Income (loss) before income taxes		(142,146	)		11,712			(20,138	)		3,249,550			626,364			(587,438	)		(1,969,386	)		(91,640	)		(17,542	)
Income tax benefit		—			—			—			107,924			—			21,996			289,872			—			—
Net income (loss)		(142,146	)		11,712			(20,138	)		3,357,474			626,364			(565,442	)		(1,679,514	)		(91,640	)		(17,542	)
Less: Net income (loss) applicable to noncontrolling interest		(1,354	)		(1,606	)		4,955			24,321			—			(1,673	)		—			—			—
Net income (loss) attributable to Station Casinos LLC members/Station Casinos, Inc. stockholders/Green Valley Ranch Gaming, LLC members	$	(140,792	)	$	13,318		$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(1,679,514	)	$	(91,640	)	$	(17,542	)

	March 31, 2013		December 31, 2012		December 31, 2011		December 31, 2010			December 31, 2009			December 31, 2010			December 31, 2009
	(unaudited)
Balance Sheet Data:
Total assets	$	3,074,636	$	3,098,943	$	3,178,349	$	3,954,143		$	4,276,832		$	485,620		$	477,166
Long-term debt (including current portion)(i)		2,202,291		2,073,601		2,195,227		5,921,755			5,922,058			766,742			766,898
Members' equity (deficit)/Stockholders' deficit including noncontrolling interests		692,643		838,861		842,476		(2,886,248	)		(2,335,388	)		(419,300	)		(333,768	)

17

	Successor						Predecessors
	Station Casinos LLC						Station Casinos, Inc.								Green Valley Ranch Gaming, LLC
	Three Months Ended March 31, 2013		Year Ended December 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 January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010		Year Ended December 31, 2009		Year Ended December 31, 2008
Ratio of earnings to fixed charges(j)		(j)		1.0		(j)		66.6		(j)		(j)		(j)		31.0		(j)		(j)		(j)

(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, 2012 and the period from June 17, 2011 through December 31, 2011, asset impairment charges primarily relate to land held for development and associated improvements. 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.

(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.

(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.

(f)

During the three months ended March 31, 2013, the Company recognized a loss on debt extinguishment of $146.8 million related to the refinancing of the Old Notes, the Propco Credit Agreement and the Opco/GVR Credit Agreement, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous debt. During 2012, the Company recognized a $51.8 million loss on debt extinguishment related to the refinancing of the Opco credit facility and GVR credit facility, entered into in June 2011, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. 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)

During 2012, the Company received a payment of $194.2 million from the FIGR in partial repayment of costs the Company had advanced to the FIGR for their gaming and entertainment project, and recognized a gain of $102.8 million representing the difference between the carrying value of the project costs and the payment received.

(h)

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

	Predecessors
	Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Station Casinos, Inc.
	Period From January 1, 2011 Through June 16, 2011						Year Ended December 31,
							2010			2009
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	)		(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		$	(82,748	)	$	(375,888	)

(i)

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

(j)

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 and losses 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. Earnings were inadequate to cover fixed charges by $142 million and $20 million for the three months ended March 31, 2013 and the period from June 17, 2011 through December 31, 2011, respectively, for Station Casinos LLC. Earnings were inadequate to cover fixed charges by $280 million, $1.8 billion, and $3.6 billion for the years ended December 31, 2010, 2009 and 2008, respectively, for Station Casinos, Inc. Earnings were inadequate to cover fixed charges by $91.6 million, $17.5 million and $23.2 million for the years ended December 31, 2010, 2009 and 2008, respectively for Green Valley Ranch Gaming, LLC.

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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 before purchasing the Notes. 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 depend on the Las Vegas locals and repeat visitor markets as our key markets, which subjects us to greater risks than a gaming company with more diverse operations.

        Our operating strategies emphasize attracting and retaining customers from the Las Vegas local and repeat visitor market. All of our owned casino properties are dependent upon attracting Las Vegas residents. As a result of our concentration in the Las Vegas market, we have a greater degree of exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley. These risks include the following:

•

local economic and competitive conditions;

•

changes in local and state governmental laws and regulations, including gaming laws and regulations;

•

natural and other disasters; and

•

a decline in the local population.

        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. As a result of the severe economic downturn, the Las Vegas valley has not experienced population growth at 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, which limits our ability to expand our business.

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

        Consumer demand for the offerings of 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 uncertainty and distress in the housing and credit markets, the impact of high energy and food costs, the potential for 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 economic downturn has adversely affected us, and may continue to adversely affect consumer spending at our gaming properties and our financial condition, results of operations and liquidity.

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         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, weak real estate values and decreased consumer confidence levels. The economic downturn and adverse conditions in these areas and in the United States generally has resulted in a significant decline in spending in Las Vegas, which has negatively affected our results of operations. Although our market has shown some signs of stabilization in recent periods, we cannot be sure that the market will continue to improve and continued adverse economic conditions may negatively affect our results of 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, 2013 increased by 3.1% from the level in the prior year. However, Las Vegas gaming revenues and operators were severely impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the overall economic outlook and residential real estate market in the United States, and in particular Las Vegas, remain uncertain, and 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 concerns about the credit and liquidity markets could have an adverse affect on our results of operations. 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.

         We face substantial competition in the gaming industry and we expect that such competition will intensify.

        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. If our competitors operate more successfully than we do or if they attract customers away from us as a result of aggressive pricing and promotion or enhanced or expanded properties, we may lose market share and our business could be adversely affected.

        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 dockside casinos, riverboat casinos, racetracks with slot machines 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. Our properties have encountered additional competition as large scale Native American gaming on Indian lands, particularly in California, has increased and we expect such competition will intensify as more Native American gaming facilities are developed. Several states are currently considering the approving of legalized casino gaming in designated areas, expansion of existing gaming operations or additional gaming sites. In addition, internet poker has been approved by the Nevada legislature and legislation approving internet gaming has been proposed by the federal government and other states. Internet gaming and

20

expansion of legalized casino gaming in new or existing jurisdictions and on Native American land 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 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 our restructuring, we entered into management agreements with subsidiaries of Fertitta Entertainment. The management agreements have scheduled terms of 25 years 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. Fertitta Entertainment receives a base management fee equal to two percent of the gross revenues attributable to our properties and an incentive management fee equal to five percent of positive EBITDA of our properties.

        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 our business. There can be no assurance that those 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.

        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 but one of our executive officers 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. Through

21

termination of the management agreements, or by other means, we believe that the loss of the services of these officers and/or employees could have a material adverse effect on our results of operations.

         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.

         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 LLC ("FI Station Investor"), an affiliate of Fertitta Entertainment, and German American Capital Corporation (an affiliate of Deutsche Bank Securities Inc.) ("GACC"). 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 GACC.

        Affiliates of Fertitta Entertainment are indirect equity holders of the Company and the managers of our operations. In addition, all of our executive officers are employed by Fertitta Entertainment. The interests of FI Station Investor, 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

22

Fertitta Entertainment that manage our operations are compensated for their management services based on the revenue and EBITDA achieved by our properties, FI Station Investor may have an incentive to support the growth of such revenue and EBITDA 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 an increase in our capital expenditure levels, could adversely affect our liquidity and financial condition.

        In addition, GACC, which holds indirect non-voting equity interests in the Company and is entitled to designate members of our board of managers, is a lender under our New Credit Facility. 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.

         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 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 of operations.

         Changes to the gaming tax laws could have an adverse effect on our 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 current Nevada legislative session began on February 4, 2013. There have been 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 licensees 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.

         We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.

        Although we maintain insurance customary and appropriate for our business, each of our insurance policies is subject to certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in

23

the event of a total loss. 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. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of the casualty event or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. 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 renew our insurance policies on an annual basis. To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage.

         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 managing the development of a gaming facility for the Federated Indians of Graton Rancheria and providing funding for a proposed gaming facility for the North Fork Rancheria of Mono Indians (collectively, the "Native American Tribes"). We will evaluate expansion opportunities as they become available, and in the future we may 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.

24

        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 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 may 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, 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.

         Fertitta Interactive is a new business with a limited operating history. Our ability to recover our investment depends on the adoption of federal and state laws permitting online gaming and Fertitta Interactive's ability to compete effectively with other online gaming providers.

        Online gaming, from which Fertitta Interactive is expected to derive substantially all of its revenue, is a new and rapidly evolving industry. We made a significant investment in Fertitta Interactive when we purchased a majority interest from affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta, and we

25

expect that we will continue to make significant capital contributions to Fertitta Interactive to enable it to pursue its business strategy. We cannot be sure that Fertitta Interactive will achieve profitability or that we will be able to recover our investment. The ability of Fertitta Interactive to pursue its business is dependent upon factors outside of our control, including the adoption of federal and state laws and regulations to facilitate widespread online gaming and consumer acceptance of real money online gaming.

        In October 2006, Congress enacted the Unlawful Internet Gambling Enforcement Act ("UIGEA"), which effectively prohibits interstate online gambling. However, a number of states have enacted or are considering enacting legislation authorizing intrastate online gaming. Although Nevada lawmakers have enacted such a legislative framework, the success of Fertitta Interactive is likely to depend on the expansion of online gaming beyond Nevada.

        We cannot predict whether, how and when other jurisdictions will pass legislation authorizing online gaming and UIGEA, until repealed or amended, effectively prohibits interstate online gaming. Furthermore, there can be no assurances that Fertitta Interactive will be able to acquire online gaming licenses beyond Nevada. If Fertitta Interactive is not able to acquire additional state licenses or fails to comply with new laws or regulations, our investment in Fertitta Interactive could be impaired, which could have a material adverse effect on business and financial condition.

        In addition, Fertitta Interactive may encounter technical and operational challenges in establishing its online gaming platform and we expect that competition among online gaming providers will be intense. Other online gaming companies have technology and operating systems that are more established than Fertitta Interactive's systems as well as greater access to online gaming customers based on existing virtual gaming activities. As a result, even if legislation that permits widespread real money online gaming is enacted, we cannot be sure that Fertitta Interactive will be able to successfully operate its business or that we will recover our investment in Fertitta Interactive.

         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 effectively manage 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.

         The bankruptcy filing negatively impacted our image and may continue to negatively impact our business going forward.

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

26

         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.

        Events over the past several years, including the failures and near failures of financial services companies and the decrease in liquidity and available capital, have negatively affected the capital markets. If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, 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.

         We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.

        We test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year or when a triggering event occurs, and we test other long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If we do not achieve our projected cash flow estimates related to such assets, we may be required to record an impairment charge, which could have a material adverse impact on our consolidated financial statements. We and STN have recognized significant impairment charges in the past as a result of a number of factors including negative industry and economic trends, reduced estimates of future cash flows, and slower than expected growth. We could be required to recognize additional impairment charges, which could have a material adverse effect on our results of operations if events that negatively impact our business should occur in the future.

         Increases in energy prices may adversely affect our 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.

         Failure to maintain the integrity of our internal or customer data could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.

        Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including customer credit card numbers and other personally identifiable information of our customers and employees, in various information systems that we maintain and in those maintained by third party service providers. The integrity and protection of that data is important to our business and is subject to privacy laws enacted by various jurisdictions. The regulatory environment and the requirements imposed on us by the payment card industry surrounding information, security and privacy are evolving and may be inconsistent. Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and

27

customer expectations, or may require significant additional investments or time in order to do so. Our information systems and records, including those maintained by service providers, may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. The steps we have taken to mitigate these risks may not be sufficient and a significant theft, loss or fraudulent use of customer, employee or company data maintained by us or by a service provider could have an adverse effect on our reputation and employee relationships and could result in remedial and other expenses, fines or litigation. A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems and could have an adverse effect on our business, results of operations and cash flows.

         We may face potential successor liability for liabilities of STN not provided for in our plan of reorganization. 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 our plan of reorganization. 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 our plan of reorganization 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 our plan of reorganization was procured by fraud.

        To date, we have been successful in both state court and bankruptcy court defending against such alleged liabilities. If, however, we are determined to be subject to such liabilities, it could materially adversely affect our business, financial condition and results of operations.

         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 in connection with our 2011 restructuring, 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 $47.7 million for the three months ended March 31, 2013 and $149.3 million for the year ended December 31, 2012, STN 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

28

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 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 casinos properties, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

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, 2013, the principal amount of our outstanding indebtedness, including original issue discount, totaled approximately $2.3 billion, and we have $313.3 million of undrawn availability under our New Credit Facility. Our ability to make interest payments on our debt 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 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;

•

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 documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of March 31, 2013, we had $313.3 million of undrawn availability under our New Credit Facility (after giving effect to the issuance of approximately $36.7 million of letters of credit and similar obligations). 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 and unsecured debt. In addition, the indenture does not prevent us from incurring other liabilities that do not constitute indebtedness. 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.

29

         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 credit agreement governing the New Credit Facility 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 101% 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.

         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.

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         If we default under our New Credit Facility, we may not be able to service our debt obligations.

        In the event of a default under the credit agreement governing our New Credit Facility, 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 our New Credit Facility 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, 2013, we and our restricted subsidiaries had approximately $2.2 billion of debt outstanding. The Notes and the related guarantees will not be secured by any of our assets or any of the assets of the Guarantors. In contrast, our obligations under the credit agreement governing the New Credit Facility are secured by substantially all of our assets and substantially all of the assets of the Guarantors.

        Because the Notes and the related guarantees will be 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 credit agreement governing our New Credit Facility or our other secured indebtedness; or

•

there is an acceleration of any indebtedness under the credit agreement governing our New Credit Facility 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 credit agreement governing the New Credit Facility are satisfied in full will the proceeds of the collateral securing our obligations under the credit agreement governing the New Credit Facility 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.

         The indenture governing the Notes and the credit agreement governing the New Credit Facility will impose significant operating and financial restrictions on us and our subsidiaries, which may prevent us from capitalizing on business opportunities.

        The credit agreement governing the New Credit Facility and the indenture governing the Notes impose significant operating and financial restrictions on us. These restrictions limit our ability, among other things, to:

•

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;

31

•

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 agreement governing the revolving portion of the New Credit Facility contains certain financial covenants, including minimum interest coverage ratio and maximum total leverage ratio 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 agreement governing the New Credit Facility, 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 the credit agreement governing the New Credit Facility, 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 agreement governing the New Credit Facility 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 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 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

32

of a particular guarantee if it is released under certain circumstances described under "Description of the Notes—Brief Description of the Notes and the Guarantees—The Guarantees."

         Unrestricted subsidiaries are not, and those that we may form in the future generally will not be, subject to any of the covenants in the indenture and will not guarantee the Notes or pledge any collateral to secure the Notes, and we may not be able to rely on the cash flow or assets of those entities to pay our indebtedness.

        The Notes are structurally subordinated to all liabilities of our existing or future unrestricted subsidiaries that are not Guarantors of the Notes. As of the date of this prospectus, our unrestricted subsidiaries include NP Landco Holdco LLC and SC Interactive Investor LLC and each of their respective subsidiaries. We will be permitted to designate other subsidiaries as unrestricted subsidiaries and make significant investments in entities that will not be subject to compliance with the restrictive covenants contained in the indenture governing the Notes. If we designate a subsidiary guarantor as an unrestricted subsidiary for purposes of the indenture governing the Notes, such subsidiary or any of its subsidiaries will be released under the indenture. In addition, the creditors of such unrestricted subsidiary and its subsidiaries will have a senior claim on the assets of such unrestricted subsidiary and its subsidiaries.

        In addition, unrestricted subsidiaries and entities that are not subsidiaries will generally not be subject to the covenants under the indenture governing the Notes. Unrestricted subsidiaries and entities that are not subsidiaries may enter into financing arrangements that limit their ability to 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 those entities to pay any of our indebtedness, including the Notes.

         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

33

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 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. In a Florida bankruptcy case, this kind of provision was found ineffective to protect guarantees.

         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 a 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 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. 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

34

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.

         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 (as defined herein) 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 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.

35

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

37

CAPITALIZATION

        The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2013. 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 incorporated by reference in this prospectus.

	As of March 31, 2013
	(amounts in thousands, unaudited)
Cash and cash equivalents including restricted cash(1)	$	103,579
Current portion of long-term debt	$	18,589
Debt(2):
New Credit Facility(3)	$	1,625,000
Restructured Land Loan(4)		110,211
The Notes(5)		500,000
Other debt		43,723
Total debt	$	2,278,934
Total members' capital		692,643
Total capitalization	$	2,971,577

(1)

Includes $102.1 million of cash and cash equivalents and $1.4 million of restricted cash.

(2)

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

(3)

As of March 31, 2013, we have $313.3 million of undrawn availability under the $350.0 million revolving component of the New Credit Facility after giving effect to the issuance of approximately $36.7 million of letters of credit and similar obligations.

(4)

Indebtedness of LandCo, an unrestricted subsidiary under the indenture governing the Notes. Includes $7.2 million of accrued interest added to the principal amount of the debt in accordance with the terms of the debt.

(5)

Represents the aggregate principal amount of the Notes.

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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 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, [                ], 2013, 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, $500.0 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 $2,000 and any integral multiple of $1,000 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 26, 2013, (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 SEC 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) March 1, 2015 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 26,

40

2013) 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 27, 2013, 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 the Depositary Trust Company ("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 prospectus 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 prospectus, 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.

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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 a single class of securities under an Indenture (the "Indenture"), dated as of March 1, 2013, 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 transfer restrictions and registration rights relating to the Existing Notes will not apply to the Exchange Notes.

        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 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 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;

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•

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 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 Notes are not initially guaranteed by LandCo Holdings, Fertitta Interactive or 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, 2013,we had approximately $1.625 billion of Indebtedness outstanding under the Bank Credit Agreement (excluding $36.7 million of outstanding letters of credit and $313.3 million of available undrawn revolving credit commitments). Our Unrestricted Subsidiaries held approximately 6.2% of our assets at March 31, 2013 and generated net revenues of $14.1 million for the three months ended March 31, 2013.

        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—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.

Principal, Maturity and Interest

        The Notes are issued in the aggregate principal amount of $500 million. The Company may issue additional notes from time to time. 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 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 March 1, 2021.

        Interest on the Notes will accrue at the rate of 7.50% per annum from the Issue Date. Interest will be payable semi-annually in arrears on March 1 and September 1 of each year, with the initial interest payment on September 1, 2013. Interest will be computed on the basis of a 360-day year comprised of

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twelve 30-day months. The Company will make each interest payment to the holders of record of the Notes on the immediately preceding February 15 and August 15.

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 below and under "—Redemption at Make-Whole Premium" and "—Mandatory Redemption," the Company does not have the option to redeem the Notes prior to March 1, 2016. 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 prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on March 1 of the years indicated below:

Year	Percentage
2016		105.625	%
2017		103.750	%
2018		101.875	%
2019 and thereafter		100.000	%

        Notwithstanding the foregoing, the Company may, at any time prior to March 1, 2016, redeem up to 35% of the outstanding aggregate principal amount of Notes with the net cash proceeds of one or more Equity Offerings of the Company at a redemption price in cash of 107.50% of the principal amount thereof, plus accrued and unpaid interest and Additional Interest, if any, on the Notes redeemed, to the redemption date; provided that:

        (1)   at least 65% of the outstanding aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption;

        (2)   notice of any such redemption shall be given by the Company to the holders and the Trustee within 30 days after the consummation of any such Equity Offering; and

        (3)   such redemption shall occur within 60 days of the date of such notice.

Redemption at Make-Whole Premium

        At any time prior to March 1, 2016, the Company may also redeem all or any part of the Notes upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail (or in the case of Notes held in book entry form, by electronic transmission) to each holder's registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Additional Interest, if any, to the date of redemption.

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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

        (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 (or in the case of Notes held in book entry form, by electronic transmission) 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 101% 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

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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.

        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)   on or prior to 10:00 A.M. New York City time, 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

53

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.

        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

54

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

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.

        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 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,

55

(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 Payment so long as, at the time of such proposed Restricted Payment or immediately after giving effect thereto,

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

        (2)   the Company's Consolidated Coverage Ratio would be greater than 2.00 to 1.00; and

        (3)   the aggregate amount of Restricted Payments (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

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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 Payment 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 Payment (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 Payment 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 Payments 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 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.

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        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 $200 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 by the Company of, or distributions to Holdco to permit Holdco to, repurchase its common stock, membership interests, profit units, options, warrants or other securities exercisable or convertible into such common stock, membership interests or profit units 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 in an aggregate amount not to exceed $10 million on or after the Issue Date;

        (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 $10 million in the aggregate outstanding at any one time;

        (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,

58

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 Coverage Ratio test described below under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock";

        (12) that portion of Restricted Payments 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 $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;

        (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");

        (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

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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; and

        (16) Restricted Payments in an amount not to exceed the amount paid to the Company or any Restricted Subsidiary in cash in respect of any Tribal Receivable, including any interest on the principal amount thereof.

        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), (5), (6), (7), (8), (9), (10), (11), (12), (13), (14), (15) and (16) of the immediately preceding paragraph shall, in each case, be excluded from 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 Coverage Ratio would be at least 2.00 to 1.00.

        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;

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        (2)   Indebtedness Incurred by the Company under the $500 million aggregate principal amount of Notes to be issued on the Issue Date and by the Guarantors under the Guarantees and the Exchange 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 the greater of (i) $2.4 billion and (ii) 4.50x Consolidated EBITDAM of the Company and its Restricted Subsidiaries for the twelve month period ended at the end of the most recent fiscal quarter for which financial statements are available, to be reduced dollar-for-dollar by the aggregate amount of all Net Cash Proceeds of Asset Sales applied by an Obligor 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 $75 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 (x) 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 or (y) Support Agreements;

        (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

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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 the greater of (a) $100 million and (b) 4% of Consolidated Net Tangible Assets; 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 (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

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(ii) the aggregate amount of all cash payments (whether principal or interest) made by the Company in respect of such notes since the Issue 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 Issue Date, shall not exceed $10 million;

        (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";

        (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;

        (21) Acquired Debt and any other Indebtedness incurred to finance a merger, consolidation or other acquisition; provided that (x) immediately after giving effect to the incurrence to such Acquired Debt and such other Indebtedness, as the case may be, on a pro forma basis as if such occurrence (and the related merger, consolidation or other acquisition) had occurred at the beginning of the applicable four-quarter period, the Company's Consolidated Coverage Ratio would be greater than the Company's Consolidated Coverage Ratio immediately prior to such merger, consolidation or other acquisition and (y)(i) in the case of Acquired Debt, has a Weighted Average Life to Maturity equal to greater than three years and (ii) in the case of any such other Indebtedness, has a final maturity at least 91 days after the Stated Maturity of the Notes and has a Weighted Average Life to Maturity greater than the Weighted Average Life to Maturity of the Notes; and

        (22) Indebtedness, Disqualified Capital Stock or preferred stock of the Company to the extend the net proceeds thereof are promptly deposited to defease the Notes as described under "Legal Defeasance and Covenant Defeasance."

        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. All Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been incurred under clause (3) and the Company and its Restricted Subsidiaries shall not be permitted to reclassify all or any portion of such Indebtedness.

        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 (22) 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.

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        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.

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

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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;

        (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

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        (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;

        (2)   in the event that such transaction involves (a) the incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any of its Restricted Subsidiaries incurred in connection with or as a result of such transaction as having been incurred at the time of such transaction) and/or (b) the assumption contemplated by clause (1)(b)(ii) above (including giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred in connection with or in respect of such transaction), then immediately after giving effect to such incurrence and/or assumption under clauses (a) and (b), (i) the Company, or any such other Person assuming the obligations of the Company through the operation of clause (1)(b) above, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) the Consolidated Coverage Ratio of the Company (or such other Person assuming the obligations of the Company through the operation of clause (1)(b) above) is no less than the Company's Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; 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

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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

        (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 $35 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)

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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 $75 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;

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

        (8)   payments and transactions contemplated by the Related Party Agreements and

        (9)   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

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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.

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; provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing or posting has occurred.

        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.

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;

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        (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 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

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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.

        Notwithstanding clause (3) of the first paragraph above or any other provision of the Indenture, any failure to perform, or breach of, any covenant or agreement pursuant to "—Certain Covenants—Reports," shall not be a Default or an Event of Default until the 121st day after the Company has received the notice referred to in clause (3) of the first paragraph above (at which point, unless cured or waived, such failure to perform or breach shall constitute an Event of Default). Prior to such 121st day, remedies against the Company for any such failure or breach will be limited to Additional Interest at a rate per year equal to 0.25% of the principal amount of the Notes from the 60th day following such notice to and including the 120th day following such notice.

        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.

        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, 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

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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

        (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 (other than that resulting with respect to any Indebtedness being defeased from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to such Indebtedness, and the granting of Liens in connection therewith);

        (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

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        (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 two 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).

        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,

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defect or inconsistency as evidenced in an Officers' Certificate, 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 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.

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.

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        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.

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.

"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.

"Applicable Premium" means with respect to any Note on any redemption date, as determined by the Company, the greater of:

        (1)   1.0% of the principal amount of the Note; and

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the Note at March 1, 2016 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption") plus (ii) all required interest payments due on the Note through March 1, 2016 (excluding accrued but unpaid interest to the redemption date),

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computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

        (b)   the principal amount of the Note.

"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 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 (other than 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 $25 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

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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,

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

        (m)  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,

        (n)   an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary,

        (o)   foreclosures, condemnation or any similar action on assets or the granting of Liens not prohibited by the Indenture, or

        (p)   any leases of retail, restaurant or entertainment venues and other similar spaces within a Casino.

"Bank Credit Agreement" means the credit facility provided to the Company pursuant to the Credit Agreement, dated as of March 1, 2013, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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.

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"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, 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

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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 EBITDAM 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

        (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 EBITDAM and Consolidated Interest Expense of the Company for the most recently completed period of four full fiscal quarters ending on the last day of

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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 EBITDAM 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 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 EBITDAM of any acquired Person to the extent that such Person's net income would be excluded pursuant to clause (8) 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.

"Consolidated EBITDAM" 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

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        (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,

        (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)   management fees paid by the Company or its Restricted Subsidiaries pursuant to the Management Agreements,

        (h)   any non-recurring costs or expenses of an acquired company or business incurred in connection with the purchase or acquisition of such acquired company or business by such Person (including any restructuring expenses or charges) and any non-recurring adjustments necessary to conform the accounting policies of the acquired company or business to those of such Person,

        (i)    the amount of interest expense attributable to minority equity interests of third parties in any non-wholly owned Subsidiary to the extent paid by third parties,

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

        (k)   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,

        (l)    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, and

        (m)  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 EBITDAM in any prior period and (c) solely for the purpose of calculating either the Consolidated Coverage Ratio or the Consolidated Secured Leverage Ratio distributions made by the Company to the Holding Companies during such period pursuant to clause (13) under "Certain Covenants—Restricted Payments," plus

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        (4)   pre-opening expenses, plus

        (5)   the New Property EBITDAM 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)   solely for the purpose of calculating either the Consolidated Coverage Ratio or the Consolidated Secured Leverage Ratio, cash restructuring charges or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities) 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 EBITDAM 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 debt issuance costs and deferred financing costs (including, without limitation, related to the original issuance of the Notes or any financing consummated prior thereto), (y) any expensing of commitment or other financing fees or (z) 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 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)   any after-tax effect of income (loss) from the early extinguishment, conversion or cancellation of debt, Interest Swap Obligations, Hedging Obligations or other derivative instruments;

        (4)   any impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP;

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

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

        (7)   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 (8) below),

        (8)   solely for the purpose of determining the amount available for Restricted Payments under Section 3(a) of the first paragraph of the covenant described under "Certain Covenants—Restricted Payments," 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,

        (9)   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,

        (10) 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),

        (11) 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,

        (12) 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,

        (13) any net unrealized gains and losses resulting from Hedging Obligations and the application of ASC Topic 815 will be excluded;

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        (14) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Permitted Investment or any sale, conveyance, transfer or other disposition of assets permitted under the Indenture, to the extent actually reimbursed, or, so long as the Company has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

        (15) to the extent covered by insurance and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is in fact reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption;

        (16) 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,

        (17) any fees, expenses, premiums and other charges in connection with the issuance of the Notes, the incurrence of Indebtedness under the Bank Credit Agreement or any other issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction, amendment or other modification of any debt instrument, acquisition, investment or asset disposition,

        (18) 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

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

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.

"Consolidated Secured 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 that is secured by a lien on the assets or property of such Person or any of its Restricted Subsidiaries to (b) Consolidated EBITDAM for the period of four consecutive fiscal quarters most recently ended prior to such date for which

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internal financial reports are available, ended not more than 135 days prior to such date (the "Reference Period"), provided that:

        (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 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 EBITDAM of any acquired Person to the extent that such Person's net income would be excluded pursuant to clause (8) 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.

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

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"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 Landco 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.

"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 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.

"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.

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"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.

"Fertitta Interactive" means SC Interactive Investor LLC, a Nevada limited liability company and its successors.

"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.

"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

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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 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, 2011, and the Second Amendment to Management Agreement, dated as of April 26, 2012, between the Station GVR Acquisition, LLC and FE GVR Management 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 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.

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        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);

        (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.

"Issue Date" means March 1, 2013.

"LandCo" means CV PropCo, LLC, a Nevada limited liability company.

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"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, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, 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 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 (i) the Propco Management Agreement, the OpCo Management Agreement, the LandCo Management Agreement, the GVR 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 and (ii) any agreements entered into following the Issue Date by and among Fertitta Entertainment or any Subsidiary thereof and the Company or any Subsidiary thereof so long as such new agreement is approved by a majority of the disinterested members of the Board of the Company.

"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 Investments" means any Investment made pursuant to any management, construction, development, support or similar agreement by and between the Company or any of its Subsidiaries or Affiliates and a Native American Tribe or instrumentality thereof.

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"Native American Subsidiary" means each Subsidiary of the Company that is engaged 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 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 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) owned or managed by the Company or its Restricted Subsidiaries and opened for business to the public during such period.

        "New Property EBITDAM" means, with respect to any New Property for any period, the amount for such period of Consolidated EBITDAM of such New Property (determined as if references to the Company and the Restricted Subsidiaries in the definition of "Consolidated EBITDAM" (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 EBITDAM for such period shall be equal to (i) the actual Consolidated EBITDAM 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 $25 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

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interest in such entity) constituting more than 3.0% 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.

"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, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, between the Company and FE Opco Management 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;

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        (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 $10 million;

        (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 and 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 $300 million;

        (14) Investments in Fertitta Interactive of up to $50 million outstanding at any one time;

        (15) advances of payroll payments to employees of the Company and the Restricted Subsidiaries in the ordinary course of business;

        (16) guarantees consisting of Support Agreements of the Borrower and its Restricted Subsidiaries;

        (17) Native American Investments in an amount up to $5 million in any fiscal year; provided, however, that, if the aggregate amount of such Native American Investments made in any fiscal year is less than $5 million, such amount may be carried over once to be available for such Native American Investments in the next succeeding fiscal year; and provided, further, that, in addition to the foregoing, payments according to existing contractual arrangements with the Gun Lake Tribe

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and the Mono may be made pursuant to existing contractual arrangements, such payments not to exceed $15 million in the aggregate.

        (18) 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

        (19) 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;

        (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

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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;

        (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;

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        (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;

        (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;

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        (35) Liens securing customary cash management obligations not otherwise prohibited by the Indenture;

        (36) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary with respect to obligations that do not exceed $25 million at any one time outstanding; and

        (37) Liens with respect to obligations that are incurred at a time that the Company's Consolidated Secured Leverage Ratio is no greater than 4.50 to 1.00 on a pro forma basis after giving pro forma effect to the incurrence of such obligations.

"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 Coverage 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

        (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.

"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, as amended by the First Amendment to Management Agreement, dated as of April 26, 2012, 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.

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"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 Landco Tax Sharing Agreement, the LandCo Cost Allocation Agreement and the LandCo Support 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.

"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.

"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 LandCo Tax Sharing Agreement and (ii) 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

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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).

"Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to March 1, 2016; provided, however, that if the period from the redemption date to March 1, 2016 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

"Tribal Receivable" means advances by the Company or any of its Restricted Subsidiaries to the Federated Indians of Graton Rancheria, the North Fork Rancheria of Mono Indians or any other Native American tribe with which the Company or any of its Subsidiaries has a management, development, construction or other support agreement.

"Unrestricted Subsidiary" of any Person means, with respect to the Company, (i) LandCo Holdings and each Subsidiary thereof and (ii) Fertitta Interactive and each Subsidiary thereof, 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 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.

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        The Board may designate any Unrestricted Subsidiary to be a Restricted Subsidiary only if:

        (1)   (i) the Company, could Incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) pursuant to the Consolidated Coverage Ratio test described above under the caption "—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock" or (ii) the Consolidated Coverage Ratio of the Company is no less than the Company's Consolidated Coverage Ratio immediately prior to such transaction or series of transactions; 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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BOOK-ENTRY, DELIVERY AND FORM

General

        The Exchange Notes will be represented by one or more global notes in registered form without interest coupons attached (collectively, the "Global Notes"). The Global Notes representing the notes will be deposited with a custodian for DTC, and registered in the name of Cede & Co., as nominee of DTC.

        Ownership of interests in the Global Notes ("Book-Entry Interests") will be limited to persons that have accounts with DTC, or persons that hold interests through such participants.

        Book-Entry Interests will be shown on, and transfers thereof will be done only through, records maintained in book-entry form by DTC and its participants. The laws of some jurisdictions, including certain states of the U.S., may require that certain purchasers of securities take physical delivery of such securities in definitive form. The foregoing limitations may impair your ability to own, transfer or pledge Book-Entry Interests. In addition, while the notes are in global form, holders of Book-Entry Interests are not considered the owners or "holders" of notes for any purpose.

        So long as the Notes are held in global form, DTC (or its nominees) will be considered the sole holders of Global Notes for all purposes under the indenture governing the notes. In addition, participants in DTC must rely on the procedures of DTC and indirect participants must rely on the procedures of DTC and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the indenture.

        Neither the Company nor the Trustee has any responsibility or liability for any aspect of the records relating to the Book-Entry Interests.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Company takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised the Company that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised the Company that, pursuant to procedures established by it, ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

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Except as described below, owners of interests in the Global Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, on, a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Company and the Trustee will treat the Persons in whose names the notes, including the Global Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Company, the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Company that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Company. Neither the Company nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and the Company and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Subject to the transfer restrictions set forth under "Notice to Investors," transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised the Company that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of

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the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Notes for legended notes in certificated form, and to distribute such notes to its Participants.

Exchange of Global Notes for Certificated Notes

        A Global Note is exchangeable for Certificated Notes if:

        (1)   DTC (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary;

        (2)   the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the notes.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

Same Day Settlement and Payment

        The Company will make payments in respect of the notes represented by the Global Notes, including principal, premium, if any, and interest, by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Company will make all payments of principal, interest and premium, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such holder's registered address. The notes represented by the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Company expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised the Company that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

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CERTAIN U.S. 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 for U.S. federal income tax purposes. 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 [                            ], 2013 (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.

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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 and Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada.

EXPERTS

        The consolidated financial statements of Station Casinos LLC appearing in Station Casinos LLC's Annual Report (Form 10-K) for the year ended December 31, 2012, 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

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES")

AND

GUARANTEES OF THE EXCHANGE NOTES BY
THE GUARANTORS NAMED HEREIN

PROSPECTUS

[                        ], 2013

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20.    Indemnification of Directors and Officers

Nevada Registrants

        Section 86.371 of the Nevada Revised Statutes (the "NRS") provides that unless otherwise provided in the articles of organization or an agreement signed by the member or manager to be charged, no member or manager of any limited liability company is individually liable for the debts or liabilities of the company.

        NRS 86.411 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the company, by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

        NRS 86.421 provides that a limited liability company may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the company to procure a judgment in its favor by reason of the fact that the person is or was a manager, member, employee or agent of the company, or is or was serving at the request of the company as a manager, member, employee or agent of another limited liability company, corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the company. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the company or for amounts paid in settlement to the company, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

        NRS 86.431 provides that to the extent that a manager, member, employee or agent of a limited-liability company has been successful in defense of any action, suit or proceeding described in the preceding two paragraphs, or in defense of any claim, issue or matter therein, the company must indemnify such person against expenses, including attorney's fees, actually and reasonably incurred by such person in connection with the defense. Any indemnification under the preceding two paragraphs, unless ordered by a court or advanced pursuant to the procedures of the paragraph below, may be made only as authorized in the specific case upon a determination that indemnification is proper in the circumstances in accordance with NRS 86.431(2).

        NRS 86.441 states that the articles of organization, the operating agreement or a separate agreement may provide that the limited liability company must pay the expenses of members and managers incurred in defending a civil or criminal action, suit or proceeding, as they are incurred and in advance of the final disposition of the action, upon receipt of an undertaking by or on behalf of the

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manager or member to repay the amount if it is ultimately determined by a court of competent jurisdiction that the member or manager is not entitled to be indemnified.

        NRS 86.451 provides that the indemnification or advancement of expenses discussed above (1) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of organization or any operating agreement, vote of members or disinterested managers, if any, or otherwise, for an action in the person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 86.421 or for the advancement of expenses made pursuant to NRS 86.441, may not be made to or on behalf of any member or manager if a final adjudication establishes that the member's or the manager's acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action; and (2) continues for a person who has ceased to be a member, manager, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

        NRS 86.461 permits a limited liability company to purchase and maintain insurance or make other financial arrangements on behalf of any current or former member, manager, employee or agent of the company, or any person who is or was serving at the request of the company as a manager, member, employee or agent of another corporation, limited-liability company, partnership, joint venture, trust or other enterprise, for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a manager, member, employee or agent, or arising out of his or her status as such, whether or not the company has the authority to indemnify such a person against such liability and expenses.

California Registrants

        Under Section 17155 of the California Code, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee, or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company may purchase and maintain insurance on behalf of any manager, member, officer, employee, or agent of the limited liability company against any liability asserted against or incurred by the person in that capacity or arising out of the person's status as a manager, member, officer, employee, or agent of the limited liability company.

Equityholders Agreement

        Sections 6.1(a) and 6.1(b) of the Equityholders Agreement, dated as of June 16, 2011 and amended as of July 1, 2012, 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

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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
	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)
	3.3	Amended and Restated Operating Agreement of Station Casinos LLC dated as of June 16, 2011 between Station Voteco LLC and Station Holdco LLC. (Incorporated by reference to the Company's Form 8-K filed on June 23, 2011)
	4.1	Indenture dated as of March 1, 2013 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 March 1, 2013)
	4.2	Form of 7.50% Senior Note due 2021 (included in Exhibit 4.1)
	5.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP.(1)
	5.2	Opinion of Brownstein Hyatt Farber Schreck, LLP.(1)
	8.1	Opinion of Milbank, Tweed, Hadley & McCloy LLP as to certain U.S. tax matters.(1)
	12.1	Calculation of ratio of earnings to fixed charges.(1)
	23.1	Consent of Ernst & Young LLP.(1)
	23.2	Consent of Milbank, Tweed, Hadley & McCloy LLP. (included in Exhibits 5.1 and 8.1).
	23.3	Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 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, 2012(1)
	99.5	The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013(1)

(1)

Filed herewith.

II-3

Item 22.    Undertakings.

        (a)   Each of the undersigned registrants hereby undertakes:

        (1)   to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  to include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and

        (iii)  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   that, for the purpose of determining any liability under the Securities Act of 1933, each such posteffective amendment 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;

        (3)   to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

        (4)   that, for the purpose of determining liability under the Securities Act to any purchaser, if the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;

        (5)   that, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

II-4

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

        (b)   Each of the undersigned registrants 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.

        (c)   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.

        (d)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any 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, 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.

        (e)   Each of the undersigned registrants 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.

        (f)    Each of the undersigned registrants 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.

        (g)   Each of the undersigned registrants 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.

        (h)   Each of the undersigned registrants 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.

II-5

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 May 31, 2013.

STATION CASINOS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Executive Vice President, Chief Financial Officer and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Name	Title
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Chief Executive Officer (Principal Executive Officer) and Manager
/s/ MARC J. FALCONE Marc J. Falcone	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager

II-6

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 May 31, 2013.

NP AUBURN DEVELOPMENT LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-7

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP BOULDER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-9

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP CENTERLINE HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-11

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP DEVELOPMENT LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-13

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP DURANGO LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-15

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP FH EXCESS LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-17

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

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 May 31, 2013.

NP FIESTA LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-19

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-20

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 May 31, 2013.

NP FRESNO LAND ACQUISITIONS LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-21

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-22

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 May 31, 2013.

NP GOLD RUSH LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-23

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-24

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 May 31, 2013.

NP GREEN VALLEY LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-25

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-26

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 May 31, 2013.

NP HANGER LEASECO LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-27

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-28

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 May 31, 2013.

NP HORIZON PARK LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-29

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-30

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 May 31, 2013.

NP INSPIRADA LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-31

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-32

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 May 31, 2013.

NP IP HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-33

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-34

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 May 31, 2013.

NP LAKE MEAD LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-35

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-36

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 May 31, 2013.

NP LML LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-37

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-38

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 May 31, 2013.

NP LOSEE ELKHORN HOLDINGS LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-39

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-40

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 May 31, 2013.

NP MAGIC STAR LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-41

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-42

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 May 31, 2013.

NP MT. ROSE LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-43

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-44

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 May 31, 2013.

NP NORTHERN NV ACQUISITIONS LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-45

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-46

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 May 31, 2013.

NP OPCO HOLDINGS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-47

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-48

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 May 31, 2013.

NP OPCO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO HOLDINGS LLC			Sole and Managing Member**
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-49

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-50

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 May 31, 2013.

NP PALACE LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-51

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-52

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 May 31, 2013.

NP PAST ENTERPRISES LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-53

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-54

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 May 31, 2013.

NP RANCHO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-55

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-56

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 May 31, 2013.

NP RED ROCK LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-57

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-58

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 May 31, 2013.

NP RENO CONVENTION CENTER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-59

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-60

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 May 31, 2013.

NP RIVER CENTRAL LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-61

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-62

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 May 31, 2013.

NP ROTMA LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-63

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-64

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 May 31, 2013.

NP SANTA FE LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-65

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-66

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 May 31, 2013.

NP SONOMA LAND HOLDINGS LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-67

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-68

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 May 31, 2013.

NP STEAMBOAT LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-69

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-70

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 May 31, 2013.

NP SUNSET LINDELL LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-71

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-72

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 May 31, 2013.

NP SUNSET LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
STATION CASINOS LLC			Sole and Managing Member**
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-73

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-74

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 May 31, 2013.

NP TEXAS LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-75

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-76

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 May 31, 2013.

NP TOWN CENTER LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-77

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-78

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 May 31, 2013.

SC BUTTE DEVELOPMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-79

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-80

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 May 31, 2013.

SC BUTTE MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-81

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-82

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 May 31, 2013.

SC MADERA DEVELOMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-83

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-84

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 May 31, 2013.

SC MADERA MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON
	Scott M Nielson
	Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-85

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-86

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 May 31, 2013.

SC MICHIGAN, LLC
By:	/s/ SCOTT M NIELSON Scott M Nielson Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-87

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-88

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 May 31, 2013.

SC RANCHO DEVELOPMENT, LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-89

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-90

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 May 31, 2013.

SC SONOMA DEVELOPMENT, LLC
By:	/s/ SCOTT M NIELSON Scott M Nielson Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-91

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-92

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 May 31, 2013.

SC SONOMA MANAGEMENT, LLC
By:	/s/ SCOTT M NIELSON Scott M Nielson Senior Vice President, General Counsel & Secretary

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Scott M Nielson 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-93

Signature	Title
/s/ FRANK J. FERTITTA, III Frank J. Fertitta, III	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-94

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 May 31, 2013.

SC SP 1 LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-95

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-96

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 May 31, 2013.

SC SP 2 LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-97

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-98

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 May 31, 2013.

SC SP 3 LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-99

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-100

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 May 31, 2013.

SC SP 4 LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-101

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-102

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 May 31, 2013.

SC SP 5 LLC
By:	/s/ MARC J. FALCONE Marc J. Falcone Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
SC SP HOLDCO LLC			Sole and Managing Member**
By:	NP OPCO LLC, its Sole and Managing Member
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-103

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-104

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 May 31, 2013.

SC SP HOLDCO LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-105

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-106

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 May 31, 2013.

SONOMA LAND ACQUISITION COMPANY, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-107

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-108

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 May 31, 2013.

STATION CALIFORNIA, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-109

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-110

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 May 31, 2013.

STATION DEVELOPMENT, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-111

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-112

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 May 31, 2013.

STATION GVR ACQUISITION, LLC
By:	/s/ MARC J. FALCONE
	Marc J. Falcone
	Senior Vice President and Treasurer

POWER OF ATTORNEY

        Each person whose signature appears below constitutes and appoints Marc J. Falcone 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 May 31, 2013.

Signature			Title
NP OPCO LLC			Sole and Managing Member**
By:	NP OPCO HOLDINGS LLC, its Sole and Managing Member
By:	STATION CASINOS LLC, its Sole and Managing Member
By:	/s/ MARC J. FALCONE
	Name:	Marc J. Falcone
	Title:	Executive Vice President, Chief Financial Officer and Treasurer

**

Registrant has no directors or managers

II-113

Signature	Title
/s/ KEVIN L. KELLEY Kevin L. Kelley	President (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ FRANK J. FERTITTA III Frank J. Fertitta III	Manager of Station Casinos LLC
/s/ LORENZO J. FERTITTA Lorenzo J. Fertitta	Manager of Station Casinos LLC
/s/ ROBERT A. CASHELL, JR. Robert A. Cashell, Jr.	Manager of Station Casinos LLC
/s/ JAMES E. NAVE, D.V.M. James E. Nave, D.V.M.	Manager of Station Casinos LLC
/s/ ROBERT E. LEWIS Robert E. Lewis	Manager of Station Casinos LLC

II-114

EX-5.1

Exhibit 5.1

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

May 31, 2013

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as securities counsel to Station Casinos LLC (the “Company”), each of the Company’s Nevada subsidiaries listed on Schedule I hereto (the “Nevada Guarantors”) and each of the Company’s California subsidiaries listed on Schedule II hereto (the “California Guarantors” and along with the Nevada Guarantors, the “Guarantors”)  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 $500,000,000 in aggregate principal amount of 7.50% Senior Notes due 2021 (the “Exchange Notes”) of the Company and the related guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding 7.50% Senior Notes due 2021 (the “Existing Notes”) and the related guarantees of the Existing Notes issued March 1, 2013 pursuant to (i) the Indenture, dated as of March 1, 2013 (the “Indenture”), among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the “Trustee”) and (ii) the Registration Rights Agreement, dated as of March 1, 2013 (the “Registration Rights Agreement”), among the Company, the Guarantors and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co. 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. Each of the California Guarantors is validly existing as a limited liability company and has the limited liability company power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Registration Statement.  Each of the California Guarantors has duly authorized the execution and delivery of the Indenture, the Exchange Notes and the Exchange Guarantees.

2. 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.

3. 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) except in each case to the extent specifically set forth above with respect to the California Guarantors, (a) each party to the Indenture, the Notes and the Guarantees (collectively, the “Transaction Documents”) is duly organized and validly existing under the laws of the jurisdiction of its organization and has full power and authority (corporate or other) to execute, deliver and perform its obligations under the Transaction Documents; (b) the Transaction Documents have been duly authorized by all necessary action on the part of the parties thereto and (c) the Transaction Documents have been duly executed and delivered by each party thereto; (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 the State of California, 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 opinion 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

Schedule I

The Nevada Guarantors

NP Boulder LLC

NP Palace LLC

NP Red Rock LLC

NP Sunset LLC

NP Development LLC

NP Losee Elkhorn Holdings LLC

NP IP Holdings LLC

NP Opco Holdings

NP Opco 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

NP Green Valley LLC

NP Fiesta LLC

NP Gold Rush LLC

NP Lake Mead LLC

NP LML LLC

NP Magic Star LLC

NP Rancho LLC

NP River Central LLC

NP Santa Fe LLC

NP Texas LLC

SC Michigan, LLC

Station GVR Acquisition, LLC

SC Rancho Development, LLC

SC SP Holdco LLC

SC SP 1 LLC

SC SP 2 LLC

SC SP 3 LLC

SC SP 4 LLC

SC SP 5 LLC

Schedule II

The California Guarantors

NP Fresno Land Acquisitions LLC

NP Auburn Development LLC

NP Sonoma Land Holdings LLC

SC Madera Development, LLC

SC Madera Management, LLC

SC Sonoma Development, LLC

SC Sonoma Management, LLC

SC Butte Development, LLC

SC Butte Management, LLC

Sonoma Land Acquisition Company, LLC

Station California, LLC

Station Development, LLC

EX-5.2

Exhibit 5.2

May 31, 2013

Station Casinos LLC

1505 South Pavilion Center Drive

Las Vegas, NV 89135

Ladies and Gentlemen:

We have acted as special Nevada counsel to Station Casinos LLC, a Nevada limited liability company (the “Company”), and each of the Nevada limited liability companies listed on Schedule I hereto (the “Nevada Guarantors” and, together with the Company, the “Nevada Companies”), in connection with the filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of up to $500,000,000 in aggregate principal amount of the Company’s 7.50% Senior Notes due 2021 (the “Exchange Notes”) and the related guarantees of such Exchange Notes (the “Exchange Guarantees”) issued pursuant to (i) that certain Indenture, dated as of March 1, 2013 (the “Indenture”), by and among the Company, the guarantors named therein (including the Nevada Guarantors, the “Guarantors”) and Wells Fargo Bank, National Association, as trustee, and (ii) that certain Registration Rights Agreement, dated as of March 1, 2013 (the “Registration Rights Agreement”), by and among the Company, the Guarantors and Deutsche Bank Securities, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Goldman, Sachs & Co., as initial purchasers of the Original Notes (as defined below).  The Exchange Notes will be issued by the Company in exchange for a like principal amount of the Company’s outstanding 7.50% Senior Notes due 2021 (the “Original Notes”) and the Exchange Guarantees will be issued by the Guarantors in exchange for the guarantees issued for the Original Notes.

In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Nevada Companies in connection with the authorization and issuance of the Exchange Notes and the Exchange Guarantees, all as referenced in the Registration Statement.  For purposes of this opinion letter, and except to the extent set forth in the opinions expressed below, we have assumed all such proceedings have been or will be timely completed in the manner presently proposed and the terms of such issuance will be in compliance with applicable laws.

We have examined originals or copies certified or otherwise identified to our satisfaction as being true copies of the Registration Statement, the Indenture, the Registration Rights Agreement, the form of the Exchange Notes, the articles of organization and operating agreements of each of the Nevada Companies, the resolutions of the board of managers, sole member or ultimate sole member, as applicable, of each of the Nevada Companies with respect to the Exchange Notes and the Exchange Guarantees, good standing certificates dated as of a recent date with respect to each of the Nevada Companies, and such other documents, agreements, instruments and limited liability company records as we have deemed necessary or appropriate for the purpose of issuing this opinion letter.  We have obtained from officers and other representatives and agents of the Nevada Companies and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary and appropriate for the purpose of issuing this opinion letter.

100 North City Parkway, Suite 1600

Las Vegas, NV 89106-4614

main 702.382.2101

Brownstein Hyatt Farber Schreck, LLP

Without limiting the generality of the foregoing, we have, with your permission, assumed without independent verification that (i) the obligations of each party set forth in the documents we have reviewed are its valid and binding obligations, enforceable against such party in accordance with their respective terms; (ii) the statements of fact and representations and warranties set forth in the documents we reviewed are true and correct as to factual matters; (iii) each natural person executing a document has sufficient legal capacity to do so; (iv) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (v) all limited liability company records made available to us by the Nevada Companies, and all public records we have reviewed, are accurate and complete.

We are qualified to practice law in the State of Nevada.  The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction.  We express no opinion herein concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities or bankruptcy laws, rules or regulations, any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers.

Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, we are of the opinion that:

1.             Each of the Nevada Companies is validly existing as a limited liability company and in good standing under the laws of the State of Nevada.

2.             Each of the Nevada Companies has the limited liability company power and authority to execute, deliver and perform its obligations under the Indenture and the Registration Rights Agreement, including the Exchange Notes and the Exchange Guarantees, as applicable.

3.             Each of the Nevada Companies has duly authorized the execution and delivery of the Indenture and the Registration Rights Agreement, and the performance of its obligations thereunder, including the Exchange Notes and the Exchange Guarantees, as applicable.

The opinions contained herein are subject to the effect of bankruptcy, insolvency, reorganization, moratorium, anti-deficiency, and other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, the federal Bankruptcy Code, the Uniform Fraudulent Transfer Act (as codified in NRS Chapter 112), and any other laws, rules and regulations relating to fraudulent conveyances and transfers.

The opinions expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence as of the date of this opinion letter.  In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in any laws or facts after such time as the Registration Statement is declared effective.  No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.

2

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted from or otherwise relied on for any other purpose.

Very truly yours,

/s/ Brownstein Hyatt Farber Schreck, LLP

3

SCHEDULE 1

NEVADA GUARANTORS

NP Boulder LLC

NP Centerline Holdings LLC

NP Development LLC

NP Durango LLC

NP FH Excess LLC

NP Fiesta LLC

NP Gold Rush LLC

NP Green Valley LLC

NP Hanger Leaseco LLC

NP Horizon Park LLC

NP Inspirada LLC

NP IP Holdings LLC

NP Lake Mead LLC

NP LML LLC

NP Losee Elkhorn Holdings LLC

NP Magic Star LLC

NP Mt. Rose LLC

NP Northern NV Acquisitions LLC

NP Opco Holdings LLC

NP Opco LLC

NP Palace LLC

NP Past Enterprises LLC

NP Rancho LLC

NP Red Rock LLC

NP Reno Convention Center LLC

NP River Central LLC

NP ROTMA LLC

NP Santa Fe LLC

NP Steamboat LLC

NP Sunset LLC

NP Sunset Lindell LLC

NP Texas LLC

NP Town Center LLC

SC Michigan, LLC

SC Rancho Development, LLC

SC SP Holdco LLC

SC SP 1 LLC

SC SP 2 LLC

SC SP 3 LLC

SC SP 4 LLC

SC SP 5 LLC

Station GVR Acquisition, LLC

4

EX-8.1

Exhibit 8.1

Milbank, Tweed, Hadley & McCloy LLP

1 Chase Manhattan Plaza

New York, NY 10005

May 31, 2013

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 $500,000,000 in aggregate principal amount of 7.50% Senior Notes due 2021 of the Company and the related guarantees to be issued in exchange for an equal aggregate principal amount of the Company’s outstanding 7.50% Senior Notes due 2021 and the related guarantees.

The statements set forth in the Registration Statement under the heading “Certain U.S. Federal Income Tax Considerations”, subject to the limitations and qualifications stated therein, 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, 2013			Year Ended December 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 January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010			Year Ended December 31, 2009			Year Ended December 31, 2008
				(in thousands)															(in thousands)
Consolidated pretax (loss) income from continuing operations	$	(142,146	)	$	11,712		$	(20,138	)	$	3,249,550		$	(587,438	)	$	(1,969,386	)	$	(3,649,845	)	$	626,364	$	(91,640	)	$	(17,542	)	$	(23,194	)
Less: (Earnings) losses of equity investees	(519		)	(1,773		)	1,533			16,397			315,204			168,445			30,623			—		—			—			—
Fixed charges (see below)	44,590			197,972			97,155			49,753			122,582			300,714			417,880			20,876		49,103			52,425			56,204
Distributed income from equity investees	291			1,847			794			1,118			2,419			1,897			2,598			—		—			—			—
Less: Capitalized interest	—			(3,721		)	(2,155		)	(2,939		)	(10,078		)	(15,989		)	(27,087		)	—		—			—			—
Earnings	(97,784		)	206,037			77,189			3,313,879			(157,311		)	(1,514,319		)	(3,225,831		)	647,240		(42,537		)	34,883			33,010
Interest expense (a)	43,299			189,505			92,299			43,294			104,582			276,591			379,313			20,582		48,644			51,916			55,032
Capitalized interest	—			3,721			2,155			2,939			10,078			15,989			27,087			—		—			—			—
Estimated interest within rental expense (b)	1,291			4,746			2,701			3,520			7,922			8,134			11,480			294		459			509			1,172
Fixed Charges	44,590			197,972			97,155			49,753			122,582			300,714			417,880			20,876		49,103			52,425			56,204
Ratio of Earnings to Fixed Charges (c)				1.0						66.6												31.0
Excess of fixed charges over earnings	142,374			—			19,966			—			279,893			1,815,033			3,643,711			—		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 for the registration of $500 million in aggregate principal amount of 7.50% Senior Notes due 2021 and to the incorporation by reference therein of our report dated March 22, 2013, with respect to the consolidated financial statements of Station Casinos LLC, included in its Annual Report (Form 10-K) for the year ended December 31, 2012, filed with the Securities and Exchange Commission.

 /s/ Ernst & Young LLP

Las Vegas, Nevada

May 31, 2013

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, NV	89135
(Address of principal executive offices)	(Zip code)

7.5% Senior Notes Due 2021

(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 28th day of May, 2013.

WELLS FARGO BANK, NATIONAL ASSOCIATION

/s/Michael Tu

Michael Tu

Assistant Vice President

EXHIBIT 6

May 28, 2013

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/Michael Tu

Michael Tu

Assistant 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 September 30, 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	$	16,931
Interest-bearing balances	74,188
Securities:
Held-to-maturity securities	0
Available-for-sale securities	204,296
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices	30
Securities purchased under agreements to resell	24,666
Loans and lease financing receivables:
Loans and leases held for sale	31,929
Loans and leases, net of unearned income	728,980
LESS: Allowance for loan and lease losses	14,500
Loans and leases, net of unearned income and allowance	714,480
Trading Assets	40,930
Premises and fixed assets (including capitalized leases)	7,618
Other real estate owned	4,074
Investments in unconsolidated subsidiaries and associated companies	581
Direct and indirect investments in real estate ventures	86
Intangible assets
Goodwill	21,545
Other intangible assets	19,703
Other assets	57,739
Total assets	$	1,218,796
LIABILITIES
Deposits:
In domestic offices	$	876,434
Noninterest-bearing	234,742
Interest-bearing	641,692
In foreign offices, Edge and Agreement subsidiaries, and IBFs	76,676
Noninterest-bearing	2,323
Interest-bearing	74,353
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices	8,985
Securities sold under agreements to repurchase	11,823

	Dollar Amounts
	In Millions
Trading liabilities	23,232
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)	39,783
Subordinated notes and debentures	16,786
Other liabilities	35,449
Total liabilities	$	1,089,168
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	519
Surplus (exclude all surplus related to preferred stock)	99,518
Retained earnings	20,950
Accumulated other comprehensive income	7,541
Other equity capital components	0
Total bank equity capital	128,528
Noncontrolling (minority) interests in consolidated subsidiaries	1,100
Total equity capital	129,628
Total liabilities, and equity capital	$	1,218,796

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
David Hoyt
Carrie Tolstedt

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

Station Casinos LLC

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES") AND
GUARANTEES OF THE EXCHANGE NOTES BY THE GUARANTORS NAMED IN THE
PROSPECTUS DATED [                      ], 2013

        THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                      ], 2013, 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.

[                      ], 2013

        Capitalized terms used but not defined herein have the meanings given to them in the Prospectus dated [                      ], 2013 (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 7.50% Senior Notes due 2021 (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 7.50% Senior Notes due 2021 (the "Existing Notes"), of which $500,000,000 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

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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.

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        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 $2,000 or integral multiples $1,000 in excess thereof.

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.

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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

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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 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.

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        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 [                      ], 2013 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.

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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: , 2013

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: , 2013

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

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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

12

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

13

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 $2,000 or integral multiples $1,000 in excess thereof. 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.

14

        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

15

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.

16

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)

17

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.

18

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.

19

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.	Corporation 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.

20

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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
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES") AND
GUARANTEES OF THE EXCHANGE NOTES BY THE GUARANTORS NAMED IN THE
PROSPECTUS DATED [                        ], 2013

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                        ], 2013, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE").

[                        ], 2013

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 7.50% Senior Notes due 2021 (the "Exchange Notes") for any and all of its outstanding 7.50% Senior Notes due 2021 (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 [                        ], 2013;



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 [                        ], 2013, 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
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES") AND
GUARANTEES OF THE EXCHANGE NOTES BY THE GUARANTORS NAMED IN THE
PROSPECTUS DATED [                                    ], 2013

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                                                 ], 2013, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH DATE AND TIME, THE "EXPIRATION DATE").

[                                    ], 2013

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 7.50% Senior Notes due 2021 (the "Exchange Notes") for any and all of its outstanding 7.50% Senior Notes due 2021 (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 [                ], 2013, 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

OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
7.50% SENIOR NOTES DUE 2021 (THE "EXISTING NOTES")
($500,000,000 IN AGGREGATE PRINCIPAL AMOUNT OUTSTANDING)

FOR

7.50% SENIOR NOTES DUE 2021 (THE "EXCHANGE NOTES") AND
GUARANTEES OF THE EXCHANGE NOTES BY THE GUARANTORS NAMED IN THE
PROSPECTUS DATED [                                    ], 2013

THE EXCHANGE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [                                                 ], 2013, 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:                                     , 2013

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 $2,000 principal amount of Existing Notes, and all tenders must be in integral multiples $1,000 in excess thereof.

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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, 2012
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  x No  o

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, 2012 was $0.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x  No o

As of February 28, 2013, 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
	PART I
ITEM 1.	BUSINESS	5
ITEM 1A.	RISK FACTORS	19
ITEM 1B.	UNRESOLVED STAFF COMMENTS	29
ITEM 2.	PROPERTIES	30
ITEM 3.	LEGAL PROCEEDINGS	31
ITEM 4.	MINE SAFETY DISCLOSURES	31
	PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	32
ITEM 6.	SELECTED FINANCIAL DATA	32
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	34
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	57
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	137
ITEM 9A.	CONTROLS AND PROCEDURES	137
ITEM 9B.	OTHER INFORMATION	137
	PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	138
ITEM 11.	EXECUTIVE COMPENSATION	141
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	148
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	149
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	151
	PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	153
	SIGNATURES	157

2

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

3

·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 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 June 17, 2011, the Company’s bankruptcy emergence date. The terms ‘‘STN” and “STN Predecessor” refer to Station Casinos, Inc. and its consolidated subsidiaries prior to June 17, 2011.

4

ITEM 1. BUSINESS

Introduction

We are a premier 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 Red Rock, Green Valley Ranch, Station and Fiesta brands and seven 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 and have a contract to manage the Graton Resort and Casino in Sonoma County, California, which commenced construction in June 2012 and is expected to open by the end of 2013.

We offer convenience and choices to residents throughout the Las Vegas valley with our strategically located properties. Each of our properties caters primarily to Las Vegas area residents. We believe that our out-of-town patrons are also discerning customers who enjoy a high-quality, value oriented 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 offerings, such as restaurants, hotels and other entertainment amenities, to attract 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 Las Vegas residents and, to a lesser extent, out-of-town visitors. Our properties attract customers through:

·convenient locations;

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

·focused marketing efforts targeting our extensive customer database;

·innovative, frequent and high-profile promotional programs; and

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

The Las Vegas 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 Gaming and Entertainment Experience. Because we target repeat customers, we are committed to providing a high-value entertainment experience for our customers in restaurants, hotels, casinos and other entertainment amenities. We have developed regional entertainment destinations for Las Vegas residents that include 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 gaming customers, as dining is a primary motivation for casino visits by many guests. 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 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.

5

Innovative Marketing and Promotion Strategy. 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 Las Vegas valley, 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, 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 this same sense of loyalty among our employees. 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.”

Properties

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

	HotelRooms	Slots (1)	GamingTables (2)	ParkingSpaces (3)	Acreage
Red Rock	811	2,988	69	5,500	64
Green Valley Ranch	495	2,457	48	4,000	40
Palace Station	1,011	1,717	44	3,000	30
Boulder Station	300	2,755	33	3,300	54
Texas Station	201	1,809	29	4,700	47
Sunset Station	457	2,438	39	5,800	82
Santa Fe Station	200	2,576	39	5,200	39
Fiesta Rancho	100	1,403	15	2,800	25
Fiesta Henderson	224	1,678	18	3,400	46
Wild Wild West	260	186	6	592	19
Wildfire Rancho	—	214	—	265	5
Wildfire Boulder	—	172	—	230	2
Wildfire Sunset	—	143	—	123	1
Barley’s (50% owned)	—	198	—	—	—
The Greens (50% owned)	—	36	—	—	—
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.

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

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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. The AAA Four Diamond resort 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 1,400 seats and include Hachi (a contemporary Japanese restaurant), T-bones Chophouse, Terra Rossa (an Italian 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, LBS: A Burger Joint (a gourmet burger restaurant), and Pink’s Hot Dogs. 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.

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 60,500 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 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 Quinn’s Irish Pub.

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 entertainment lounge, two 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, three 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 Steakhouse, Pasta Cucina (an Italian restaurant) and Cabo Mexican Restaurant. In addition to these restaurants, Boulder Station offers various fast-food outlets.

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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, five 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 Splitz Bar. Texas Station also offers a variety of 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 six full-service restaurants themed to capitalize on the familiarity of the restaurants at our other properties, 13,000 square feet of meeting space, a 500-seat entertainment lounge, a 5,000-seat outdoor amphitheater, six 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 six 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, 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.

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, four 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 two additional bars. Fiesta Rancho’s three full-service restaurants have a total of approximately 870 seats, and include Blue Agave, Garduno’s and Festival Buffet. Fiesta Rancho also offers a variety of fast-food outlets.

Fiesta Henderson

Fiesta Henderson was purchased by the Company in January 2001 and is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada. Fiesta Henderson features three 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 three full-service restaurants have a total of approximately 900 seats, and include Fuego Steakhouse, Amigo’s Mexican Cantina and Festival Buffet. Fiesta Henderson also offers a variety of fast-food outlets.

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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, the Wild Wild West hotel was rebranded as Days Inn—Las Vegas under a franchise agreement with Days Inn Worldwide.

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. As of March 2013, Lake Mead Casino is closed and undergoing extensive renovations and is expected to re-open in 2014.

Barley’s, The Greens and Wildfire Lanes

We own a 50% a 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 Property

Gun Lake Casino

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 1,550 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.

Fertitta Interactive Investment

In November 2012, we acquired a 50.1% ownership interest in Fertitta Interactive LLC (“Fertitta Interactive”) for approximately $20.7 million. Fertitta Interactive operates Ultimate Gaming and was formed in 2011 with the purchase of Cyber-Arts, an Oakland, California based company, which has developed a real money and social gaming platform under the Ultimate Gaming brand. The Cyber-Arts technology provides a proprietary, highly scalable and robust platform that has a proven track record in the global online marketplace. Fertitta Interactive, through its subsidiary Ultimate Gaming, is expected to launch its real money online poker platform in Nevada in the summer of 2013.

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Native American Development

The Federated Indians of Graton Rancheria

On April 22, 2003, STN entered into development and management agreements with the Federated Indians of Graton Rancheria (“FIGR”), a federally recognized Native American tribe. Pursuant to those agreements, we are assisting the FIGR in developing a gaming and entertainment project located near the City of Rohnert Park in Sonoma County, California, and will assist the FIGR in operating the project upon completion. As currently contemplated, the project will have a total of approximately 320,000 square feet of space, of which approximately 150,000 square feet will be casino, and the remainder of which will be non-casino space, which will include multiple bars, a food court and various dining options. 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. During 2012, a Class III gaming compact between the FIGR and the State of California was finalized and became effective. Construction of the casino commenced in June 2012 and we expect that the project will commence operations by the end of 2013. As of December 31, 2012, construction is on schedule and within the construction budget. There can be no assurance, however, that the project will be constructed and opened within this time frame. 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 the opening of the project. The National Indian Gaming Commission (the “NIGC”) has approved the management agreement for Class II and Class III 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. Class III includes casino-style gaming.

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 will assist the Mono in developing 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 30% of the facility’s net income. We purchased, for the benefit of the Mono, a 305-acre parcel of land located on Highway 99 north of the city of Madera. On February 5, 2013, the United States accepted the site into trust for the benefit of the Mono.

During 2012, the Mono and the State of California entered into a new tribal-state Class III gaming compact. The compact is subject to ratification by the California Legislature and, if ratified, will regulate gaming at the Mono’s proposed gaming and entertainment project. No assurances can be provided as to whether the California Legislature will approve the compact.

As currently contemplated, the facility is expected to include slot machines, table games and several restaurants. Development of the project is subject to certain governmental and regulatory approvals, including, but not limited to, ratification by the California Legislature of the Class III gaming compact with the State of California, approval of such compact by the Department of Interior, 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.

See Note 8 to the accompanying Consolidated Financial Statements for additional information about our Native American development projects.

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.

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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. Currently, there are approximately 35 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. We also face competition from 154 non-restricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets. In addition, our casino properties face competition from restricted gaming locations (locations with 15 or fewer slot machines) in the greater Las Vegas area. As of December 31, 2012, there were approximately 1,409 restricted gaming locations with approximately 13,989 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.

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 will result in strong competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations. In addition, internet poker has been approved by the Nevada legislature and legislation approving internet gaming has been proposed by the federal government and other states. Internet gaming and expansion of legalized casino gaming in new or existing jurisdictions and on Native American land could result in strong competition.

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 70 Native American tribes. Currently there are 59 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

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·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, as of the Effective Date, was 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 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) (“JPM”), FI Station Investor LLC, a 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 June 17, 2011, 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 thereto, consisting of approximately $436 million in aggregate principal amount of term loans and a $25 million revolving credit facility (the ‘‘Original Opco Credit Agreement’’);

·An amended and restated credit agreement (the ‘‘Restructured Land Loan’’) among CV PropCo, LLC, Deutsche Bank 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 aforementioned transactions are collectively referred to herein as the ‘‘Restructuring Transactions.’’ The Propco Credit Agreement, the Original Opco Credit Agreement, the Restructured Land Loan, and the GVR Credit Agreements are referred to herein as the “Credit Agreements.”

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 Company’s 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 58.1% of the equity interests in Station Holdco.

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In connection with the sale of Station Holdco membership interests by JPM, Stephen J. 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, Station Holdco and certain subsidiaries of the Company, and the Station Voteco units held by Mr. Greathouse as the designee of JPM were redeemed for no consideration.

In September 2012, we repaid all amounts outstanding under the existing Opco and GVR credit agreements and Opco and GVR, jointly and severally, as co-borrowers entered into a new credit agreement (the “Opco Credit Agreement”) with a term loan facility of $575 million and a revolving credit facility in the maximum amount of $200 million.

On March 1, 2013, we entered into a new credit agreement with a term loan facility of $1,625 million and a revolving credit facility in the maximum amount of $350 million, and we issued $500 million in aggregate principal amount of new 7.50% Senior Notes due 2021. We used the proceeds therefrom to repay all amounts outstanding under the Propco Credit Agreement and the Opco Credit Agreement and the repurchase all of our outstanding Senior Notes due 2018.

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 Las Vegas City Council, the Clark County Liquor and Gaming Licensing Board (the “Clark County Board”), the North Las Vegas City Council, the Henderson City Council and certain other local regulatory agencies. The Nevada Commission, Nevada Board, Las Vegas City Council, Clark County Board, North Las Vegas City Council, Henderson City Council, 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 Magic Star LLC, NP Rancho LLC, NP Santa Fe LLC, NP Texas LLC, Station GVR Acquisition, 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”) is licensed to conduct non-restricted gaming operations at Barley’s, a micro brewery and casino located in Henderson, Nevada. Greens Café, LLC (“GC”) is licensed to conduct non-restricted gaming operations at The Greens, a restaurant and bar located in Henderson, Nevada and Sunset GV, LLC (“SGV”) is 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 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.

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We are required to periodically submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our licensed or registered subsidiaries must be reported to or approved by the Nevada Commission and/or the Nevada Board.

We have been approved for licensure by the Nevada Commission as an operator of interactive gaming, subject to a number of conditions. However, that license will not be activated due to subsequent changes in the ownership structure of Fertitta Interactive, whereby we became the majority owner of Fertitta Interactive. To reflect this new ownership structure, we filed a new application with the Nevada Gaming Authorities for licensure as an operator of interactive gaming. While we know of no reason why we would not be approved by the Nevada Commission for a new license as an operator of interactive gaming, no assurance can be given that such license will be granted to us on a timely basis or at all. Fertitta Interactive, whose minority beneficial owners include Frank J. Fertitta III and Lorenzo J. Fertitta, has been approved by the Nevada Commission to receive a percentage of interactive gaming revenue from us. Fertitta Acquisitionsco LLC, which is approximately 95% owned by Fertitta Interactive, has been approved by the Nevada Commission as an interactive gaming service provider and as a manufacturer and distributor of an interactive gaming system, subject to a number of conditions.

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 licensed 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 licensed 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 licensed subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require our licensed 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 licensed 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 licensed 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, Green Valley Ranch, Wild Wild West, Wildfire Rancho, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens 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 licensed 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.

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Any beneficial owner of our voting or non-voting securities, regardless of the number of shares 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 securities 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 securities 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 thirty 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 securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities 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 securities 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 thirty 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 7 1 / 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.

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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. On September 20, 2012, the Nevada Gaming Commission granted us prior approval, subject to certain conditions, to make public offerings for a period of three years (the “Shelf Approval”). The Shelf Approval also applies to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering. The Shelf Approval may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada State Gaming Control Board. The Shelf Approval does not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy or adequacy of any offering memorandum or the investment merits of the securities offered thereby. Any representation to the contrary is unlawful.

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.

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.

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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

There are various local ordinances and regulations as well as state laws applicable to the sale of alcoholic beverages in Nevada. Palace Station, Wildfire Rancho and Santa Fe Station are subject to liquor licensing control and regulation by the Las Vegas City Council. 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 North Las Vegas City Council. Sunset Station, Green Valley Ranch, Fiesta Henderson, Barley’s, Wildfire Sunset, Wildfire Boulder, The Greens and Wildfire Lanes are subject to liquor licensing control and regulation by the Henderson City Council. All liquor licenses are revocable and are, in some jurisdictions, 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 state and 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.

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.

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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 with an Indian tribe 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. Tribal gaming 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. 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 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 such 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. 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. We may be required to submit detailed financial and operating reports to Regulatory Authorities.

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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 28, 2013, we had approximately 12,000 employees including employees of Fertitta Interactive and our 50% owned properties. None of our casino properties are 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 financial 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.

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.

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Risks Related to our Business

We depend on the Las Vegas locals and repeat visitor markets as our key markets, which subjects us to greater risks than a gaming company with more diverse operations.

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. As a result of our concentration in the Las Vegas market, we have a greater degree of exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley. These risks include the following:

·local economic and competitive conditions;

·changes in local and state governmental laws and regulations, including gaming laws and regulations;

·natural and other disasters; and

·a decline in the local population.

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. As a result of the severe economic downturn, the Las Vegas valley has not experienced population growth at 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, which limits our ability to expand our business.

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

Consumer demand for the offerings of 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 uncertainty and distress in the housing and credit markets, the impact of high energy and food costs, the potential for 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 economic downturn has adversely affected us and may continue to adversely affect consumer spending at our gaming properties and 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, weak real estate values and decreased consumer confidence levels. The economic downturn and adverse conditions in these areas and in the United States generally has resulted in a significant decline in spending in Las Vegas, which has negatively affected our results of operations. Although our market has shown some signs of stabilization in recent periods, we cannot be sure that the market will continue to improve and continued adverse economic conditions may negatively affect our results of 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, 2012 increased by 1.9% from the level in the prior year. Our revenues for the years ended December 31, 2012 and 2011 increased by approximately 4.4% and 5.7%, respectively, over the comparable prior years. However, Las Vegas gaming revenues and operators were severely impacted by the economic downturn and there can be no assurance that gaming revenues will not decrease in future periods. In addition, the overall economic outlook and residential real estate market in the United States, and in particular Las Vegas, remain uncertain, and 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 concerns about the credit and liquidity markets could have an adverse affect on our results of operations. 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.

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We incurred operating losses in recent fiscal periods. Unless we are able to improve the results of operations of our properties, 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 $149.3 million and $72.5 million for the year ended December 31, 2012 and the period from June 17, 2011 through December 31, 2011, and our Predecessors generated operating income totaling $60.5 million for the period from January 1 through June 16, 2011, STN 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 incur additional debt, and servicing the payments on such debt 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.

We face substantial competition in the gaming industry and we expect that such competition will intensify.

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. If our competitors operate more successfully than we do, or if they attract customers away from us as a result of aggressive pricing and promotion or enhanced or expanded properties, we may lose market share and our business could be adversely affected.

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 dockside casinos, riverboat casinos, racetracks with slot machines 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. Our properties have encountered additional competition as large scale Native American gaming on Indian lands, particularly in California, has increased and we expect such competition will intensify as more Native American gaming facilities are developed. Several states are currently considering the approving of legalized casino gaming in designated areas, expansion of existing gaming operations or additional gaming sites. In addition, internet gaming has been approved by the Nevada legislature and legislation approving internet gaming has been proposed by the federal government and other states. Internet gaming and expansion of legalized casino gaming in new or existing jurisdictions and on Native American land 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.

For further details on competition in the gaming industry, see Item 1. Business—Competition.

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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.

In June 2011, we entered into management agreements with subsidiaries of Fertitta Entertainment. The management agreements have scheduled terms of 25 years 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. Fertitta Entertainment receives a base management fee equal to 2% of the gross revenues attributable to our properties and an incentive management fee equal to 5% of positive EBITDA of our properties.

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 our business. There can be no assurance 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.

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 but one of our executive officers 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. Through termination of the management agreements, or by other means, we believe that the loss of the services of these officers and/or employees could have a material adverse effect on our results of operations.

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.

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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.

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 LLC, an affiliate of Fertitta Entertainment, and GACC. 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 GACC.

Affiliates of Fertitta Entertainment are indirect equity holders of the Company and the managers of our operations. In addition, all but one of our executive officers are employed by Fertitta Entertainment. The interests of FI Station Investor, 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, FI Station Investor may have an incentive to support the growth of such revenue and EBITDA 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 an increase in our capital expenditure levels, could adversely affect our liquidity and financial condition.

In addition, GACC, which holds indirect non-voting equity interests in the Company and is entitled to designate members of our board of managers, is a lender under certain of our credit facilities. To the extent that GACC 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.

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, 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 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 of operations.

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Changes to the gaming tax laws could have an adverse effect on our 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 current Nevada legislative session began on February 4, 2013. There have been 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 licensees 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.

We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.

Although we maintain insurance customary and appropriate for our business, each of our insurance policies is subject to certain exclusions. In addition, our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in the event of a total loss. 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. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption as a result of the casualty event or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. 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 renew our insurance policies on an annual basis. To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage.

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

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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 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 may 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, 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.

Fertitta Interactive is a new business with a limited operating history. Our ability to recover our investment depends on the adoption of federal and state laws permitting online gaming and Fertitta Interactive’s ability to compete effectively with other online gaming providers.

Online gaming, from which Fertitta Interactive is expected to derive substantially all of its revenue, is a new and rapidly evolving industry. We made a significant investment in Fertitta Interactive when we purchased a majority interest from affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta, and we expect that we will continue to make significant capital contributions to Fertitta Interactive to enable it to pursue its business strategy.

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We cannot be sure that Fertitta Interactive will achieve profitability or that we will be able to recover our investment. The ability of Fertitta Interactive to pursue its business is dependent upon factors outside of our control, including the adoption of federal and state laws and regulations to facilitate widespread online gaming and consumer acceptance of real money online gaming.

In October 2006, Congress enacted the Unlawful Internet Gambling Enforcement Act (“UIGEA”), which effectively prohibits interstate online gambling. However, a number of states have enacted or are considering enacting legislation authorizing intrastate online gaming. Although Nevada lawmakers have enacted such a legislative framework, the success of Fertitta Interactive is likely to depend on the expansion of online gaming beyond Nevada.

We cannot predict whether, how and when other jurisdictions will pass legislation authorizing online gaming and UIGEA, until repealed or amended, effectively prohibits interstate online gaming. Furthermore, there can be no assurances that Fertitta Interactive will be able to acquire online gaming licenses beyond Nevada. If Fertitta Interactive is not able to acquire additional state licenses or fails to comply with new laws or regulations, our investment in Fertitta Interactive could be impaired, which could have a material adverse effect on our business and financial condition.

In addition, Fertitta Interactive may encounter technical and operational challenges in establishing its online gaming platform and we expect that competition among online gaming providers will be intense. Other online gaming companies have technology and operating systems that are more established than Fertitta Interactive’s systems, as well as greater access to online gaming customers based on existing virtual gaming activities. As a result, even if legislation that permits widespread real money online gaming is enacted, we cannot be sure that Fertitta Interactive will be able to successfully operate its business or that we will recover our investment in Fertitta Interactive.

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 effectively manage 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 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 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.

The bankruptcy filing negatively impacted our image and may continue to negatively impact our business going forward.

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

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.

Events over the past several years, including the failures and near failures of financial services companies and the decrease in liquidity and available capital, have negatively affected the capital markets. If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, 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.

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We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.

We test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year or when a triggering event occurs, and we test other long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If we do not achieve our projected cash flow estimates related to such assets, we may be required to record an impairment charge, which could have a material adverse impact on our consolidated financial statements. We and STN have recognized significant impairment charges in the past as a result of a number of factors including negative industry and economic trends, reduced estimates of future cash flows, and slower than expected growth. We could be required to recognize additional impairment charges, which could have a material adverse effect on our results of operations, if events that negatively impact our business should occur in the future.

Increases in energy prices may adversely affect our 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.

Failure to maintain the integrity of our internal or customer data could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits .

Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including customer credit card numbers and other personally identifiable information of our customers and employees, in various information systems that we maintain and in those maintained by third party service providers. The integrity and protection of that data is important to our business and is subject to privacy laws enacted by various jurisdictions. The regulatory environment and the requirements imposed on us by the payment card industry surrounding information, security and privacy are evolving and may be inconsistent. Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. Our information systems and records, including those maintained by service providers, may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. The steps we have taken to mitigate these risks may not be sufficient and a significant theft, loss or fraudulent use of customer, employee or company data maintained by us or by a service provider could have an adverse effect on our reputation and employee relationships and could result in remedial and other expenses, fines or litigation. A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems and could have an adverse effect on our business, results of operations and cash flows.

We may face potential successor liability for liabilities of Predecessors 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 Predecessors not provided for in the Plans. Such liabilities may arise in a number of circumstances, including those where:

·a creditor 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.

To date, we have been successful in both state court and bankruptcy court defending against such alleged liabilities. If, however, 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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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. As of December 31, 2012, after giving effect to our March 2013 refinancing transactions, the principal amount of our outstanding indebtedness, including original issue discount, totaled approximately $2.3 billion, and we have $261.1 million of undrawn availability under our new senior credit facility. Our ability to make interest payments on our debt 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 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 maintenance of a minimum interest coverage ratio and adherence to a maximum total leverage ratio and a maximum amount of capital expenditures.

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, the indenture governing our 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 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

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·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.

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 documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of December 31, 2012, after giving effect to our March 2013 refinancing transactions, we would have had $261.1 million of undrawn availability under our new credit facility (after giving effect to the issuance of approximately $36.8 million of letters of credit and similar obligations). In addition, the indenture governing our 7.50% Senior Notes due 2021 allows us to issue additional notes under certain circumstances. The indenture also allows us to incur certain other additional secured and unsecured debt. In addition, the indenture does not prevent us from incurring other liabilities that do not constitute indebtedness. 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.

We may not be able to generate sufficient cash to service all of our indebtedness, 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 our new credit facility to refinance material portions of our indebtedness. 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.

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. 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 documents governing our indebtedness limit 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.

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.

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ITEM 2. PROPERTIES.

Substantially all of the property that we own and lease is subject to liens to secure borrowings under our credit agreements and the indenture governing our notes.

Red Rock, which the Company 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 the Company opened in 2001 and completed a master-planned expansion in 2006, is situated on approximately 40 acres that we own in Henderson, Nevada.

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.

Boulder Station, which the Company opened in 1994 and 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 and Chief Executive Officer, 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 June 2013. In July 2013 and every ten years thereafter, the rent is subject to adjustment based on 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 July 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 July 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 through July 2015. In August 2015 and every ten years thereafter, the rent will be adjusted by a cost of living factor. In August 2020, and every ten years thereafter, the rent is subject to adjustment based on 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 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 in April 2030 and at five-year intervals thereafter. 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.

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 and lease approximately 96 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, 2012. 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.

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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.

Wildfire Sunset, which the Company 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 that we own 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.

In November 2007, STN entered into a financing transaction with respect to its corporate office building with a third-party real estate investment firm pursuant to which the corporate office building was sold for approximately $70 million and STN 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. The building is recorded in property and equipment, net of accumulated depreciation, on our consolidated balance sheet, and a related liability is 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 approximately 368 acres in the Las Vegas valley, approximately 176 acres in Northern California and approximately 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.

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 28, 2013, there was one holder of record of our Voting Units and one holder of record of our Non-Voting Units.

Dividends

The Company is party to a tax distribution agreement that requires the Company to distribute to Station Holdco an amount that is generally sufficient to permit the members of Station Holdco to pay federal and state income taxes in respect of their allocable shares of the Company’s income. In 2012, we made distributions totaling $9.2 million to such members in respect of taxes payable by such persons as a result of our income. In addition, from time to time we will evaluate whether we will make dividends or distributions in addition to tax distributions in respect of our Units, subject to compliance with restrictive covenants of our debt instruments and other agreements (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, 2012.

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, 2009, 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 year ended December 31, 2012, including Fertitta Interactive for the period from April 30, 2012 through December 31, 2012;

·the Company for the Successor Period from June 17, 2011 through December 31, 2011;

·STN Predecessor for the period from January 1, 2011 through June 16, 2011, and for the years ended December 31, 2010, 2009 and 2008; and

·GVR Predecessor for the period from January 1, 2011 through June 16, 2011, and for the years ended December 31, 2010, 2009 and 2008.

As a result of the adoption of fresh-start reporting at June 17, 2011, 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			Station Casinos, Inc.			Green Valley Ranch Gaming, LLC
	Year Ended December 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
	(in thousands)						(in thousands)
Operating Results:
Net revenues	$	1,229,476		$	629,399		$	464,697		$	84,052		$	944,955		$	169,772		$	1,062,149		$	182,751		$	1,298,151		$	244,964
Operating costs and expenses	1,056,430			550,029			410,393			72,001			856,473			153,009			965,006			162,972			1,095,535			197,195
Development and preopening (a)	311			718			1,752			—			16,272			—			12,014			—			13,596			—
Asset impairments (b)	12,973			2,100			—			—			262,020			—			1,276,861			—			3,343,247			—
Write-downs and other charges, net (c)	10,417			4,041			3,953			104			19,245			9,209			20,807			293			62,625			(29		)
Operating income (loss)	149,345			72,511			48,599			11,947			(209,055		)	7,554			(1,212,539		)	19,486			(3,216,852		)	47,798
Earnings (losses) from joint ventures (d)	1,773			(1,533		)	(945		)	—			(248,495		)	—			(127,643		)	—			17,020			—
Gain on dissolution of joint venture (e)	—			—			250			—			124,193			—			—			—			—			—
Operating income (loss) and earnings (losses) from joint ventures	151,118			70,978			47,904			11,947			(333,357		)	7,554			(1,340,182		)	19,486			(3,199,832		)	47,798
Interest expense, net, and interest and other expense from joint ventures	(189,505		)	(92,299		)	(58,746		)	(20,582		)	(171,291		)	(48,644		)	(317,393		)	(51,916		)	(426,956		)	(55,032		)
(Loss) gain on early retirement of debt (f)	(51,796		)	1,183			—			—			—			—			40,348			—			—			(466		)
Gain on Native American Development (g)	102,816			—			—			—			—			—			—			—			—			—
Change in fair value of derivative instruments	(921		)	—			397			—			(42		)	(50,550		)	23,729			14,888			(23,057		)	(15,494		)
Income (loss) before income taxes and reorganization items	11,712			(20,138		)	(10,445		)	(8,635		)	(504,690		)	(91,640		)	(1,593,498		)	(17,542		)	(3,649,845		)	(23,194		)
Reorganization items, net (h)	—			—			3,259,995			634,999			(82,748		)	—			(375,888		)	—			—			—
Income (loss) before income taxes	11,712			(20,138		)	3,249,550			626,364			(587,438		)	(91,640		)	(1,969,386		)	(17,542		)	(3,649,845		)	(23,194		)
Income tax benefit	—			—			107,924			—			21,996			—			289,872			—			381,345			—
Net income (loss)	11,712			(20,138		)	3,357,474			626,364			(565,442		)	(91,640		)	(1,679,514		)	(17,542		)	(3,268,500		)	(23,194		)
Net (loss) income attributable to noncontrolling interests	(1,606		)	4,955			24,321			—			(1,673		)	—			—			—			—			—
Net income (loss) attributable to Station Casinos LLC members	$	13,318		$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(91,640	)	$	(1,679,514	)	$	(17,542	)	$	(3,268,500	)	$	(23,194	)
Balance Sheet Data:
Total assets	$	3,098,943		$	3,178,349								$	3,954,143		$	485,620		$	4,276,832		$	477,166		$	5,831,636		$	503,285
Long-term debt, including current portion (i)	2,073,601			2,195,227									5,921,755			766,742			5,922,058			766,898			5,782,153			772,541
Members’/stockholders’ equity (deficit)	838,861			842,476									(2,886,248		)	(419,300		)	(2,335,388		)	(333,768		)	(677,324		)	(336,848		)

33

(a)	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 8 to the Consolidated Financial Statements for additional information about milestone payments related to Native American development projects.
(b)	During the years ended December 31, 2012, 2011, 2010 and 2009, STN recorded approximately $13.0 million, $2.1 million, $262.0 million and $1.28 billion, respectively, in non-cash asset impairment charges to write down certain long-lived assets to their estimated fair values. See Note 17 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 to reduce the carrying values certain portions of its of goodwill, other intangible assets, investments in joint ventures and land held for development to their fair values.
(c)	See Note 17 to the Consolidated Financial Statements for information about write-downs and other charges, net, recognized during the years ended December 31, 2012, 2011 and 2010. For the year ended December 31, 2009, write-downs and other charges, net primarily represents write-offs of abandoned projects and an affiliate note receivable, lease termination charges and losses on land disposition. During the year ended December 31, 2008, write-downs and other charges, net primarily represents the write-off of abandoned projects.
(d)	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 one of its joint ventures 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.
(e)	During the year ended December 31, 2010, a 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.
(f)	During 2012, the Company recognized a loss of $51.8 million on debt extinguishment related to the refinancing of the Original Opco Credit Agreement and the GVR Credit Agreements, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. 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 year ended December 31, 2008, GVR Predecessor recognized a loss on early retirement of debt of $0.5 million as a result of terminating its revolving loan commitment.
(g)	During 2012, the Company recorded a $102.8 million gain upon receipt of a $194.2 million repayment of costs advanced to the FIGR for their gaming and entertainment project. The gain resulted from the adjustment of the carrying value of the project to fair value upon adoption of fresh-start reporting at June 17, 2011.
(h)	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.
(i)	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 premier 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 seven smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage the Gun Lake Casino in Allegan County, Michigan and have a contract to manage the Graton Resort and Casino in Sonoma County, California, which commenced construction in June 2012 and is expected to open by the end of 2013.

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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.

Although Las Vegas continues to be negatively impacted by the economic downturn, the market continues to show signs of fundamental improvement, with positive trends in many of the important metrics followed by industry experts. Las Vegas core tourism metrics including visitation, convention attendance, revenue per available room and Las Vegas strip gaming revenue all continued to improve in 2012. In addition, the local economy in Las Vegas is continuing to show signs of recovery. Consumer spending is up, employment has stabilized, and the housing market has shown significant improvement in 2012. We remain cautiously optimistic about the indicators of economic recovery in Las Vegas.

Highlights include the following:

·Our net revenues grew by 4.4% and our operating income grew by 12.2% during 2012.

·Our customer visitation and spend per visit increased year over year as a result of our focused marketing efforts, including our Boarding Pass player rewards program.

·Construction began on the Graton project in Sonoma County, California, and the project is on track to open by the end of 2013. During 2012, the tribe repaid approximately $194.2 million of our investment in the project.

·We achieved important milestones on the North Fork project near Fresno with the execution of a gaming compact between the State of California and the tribe and the acceptance of land into trust by the Department of Interior.

·During the third quarter of 2012, we introduced our Sports Connection mobile application and have nearly doubled the number of users since inception. We are one of the only gaming companies in Las Vegas that provides mobile sports wagering.

·We completed our acquisition of 50.1% of Fertitta Interactive in November 2012, which provides us access to one of the few established online poker platforms in the world.

·We continued our focus on achieving operating efficiencies.

·During March 2013, we completed our $2.475 billion debt financing (which includes a $350 million revolver), which allows us to streamline our organizational structure and gives us increased flexibility.

Additional information is included herein and in the notes to our consolidated financial statements.

Background

We were formed on August 9, 2010 to acquire substantially all of the assets of Station Casinos, Inc. (“STN”) 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.

On June 17, 2011, we adopted fresh-start reporting in accordance with the accounting guidance for entities in reorganization, 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. Certain fair values recorded upon our adoption of fresh-start reporting differed materially from the historical carrying values recorded on the Predecessors’ balance sheets.

As a result of the adoption of fresh-start reporting, our 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.

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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 SCI Plan.

The accounting guidance for fresh-start reporting requires that the consolidated financial statements of the Successor be presented separately from those of the Predecessors in this Annual Report on Form 10-K. Accordingly, the year ended December 31, 2012 and the period from June 17, 2011 through December 31, 2011 are referred to herein as “Successor periods,” 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 from June 17, 2011 through December 31, 2011 and the Predecessor period from 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 for periods prior to June 17, 2011 is presented on a combined basis.

In order to capitalize on the emerging online gaming market, on November 16, 2012, we acquired a 50.1% ownership interest in Fertitta Interactive, which has developed a proprietary real money and social gaming platform under the Ultimate Gaming brand (the “FI Transaction”). Because we and Fertitta Interactive were under common control at the time of the FI Transaction, the acquisition was accounted for at historical cost in a manner similar to a pooling of interests. For financial accounting purposes, the acquisition represents a change in reporting entity. As a result, our historical financial statements have been retrospectively adjusted to include the financial results of Fertitta Interactive for all periods subsequent to April 30, 2012, the date at which common control commenced.

The presentation herein of financial information for Successor and Predecessors 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 2011 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 current and prior years.

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Results of Operations

The following tables present information about our results of operations (dollars in thousands):

Year Ended December 31, 2012 Compared to Combined Year Ended December 31, 2011

	Successor						Predecessors
	Station Casinos LLC						Station Casinos, Inc.			Green Valley Ranch Gaming, LLC			Combined Successor and Predecessors (a)
	Year EndedDecember 31, 2012			Period FromJune 17, 2011ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011						Year EndedDecember 31, 2011			Percentchange
Net revenues	$	1,229,476		$	629,399		$	464,697		$	84,052		$	1,178,148		4.4	%
Management fee revenue	29,874			13,482			10,765			—			24,247			23.2	%
Operating income	149,345			72,511			48,599			11,947			133,057			12.2	%
Casino revenues	885,629			452,951			339,703			59,100			851,754			4.0	%
Casino expenses	355,199			178,266			136,037			23,574			337,877			5.1	%
Margin	59.9		%	60.6		%	60.0		%	60.1		%	60.3		%
Food and beverage revenues	237,770			119,735			85,436			19,484			224,655			5.8	%
Food and beverage expenses	161,167			88,979			60,717			12,407			162,103			(0.6	)%
Margin	32.2		%	25.7		%	28.9		%	36.3		%	27.8		%
Room revenues	106,348			54,924			36,326			9,753			101,003			5.3	%
Room expenses	43,106			22,403			15,537			3,064			41,004			5.1	%
Margin	59.5		%	59.2		%	57.2		%	68.6		%	59.4		%
Other revenues	69,878			39,658			28,072			4,205			71,935			(2.9	)%
Other expenses	27,141			16,896			10,822			2,125			29,843			(9.1	)%
Selling, general and administrative expenses	293,056			154,643			110,300			18,207			283,150			3.5	%
Percent of net revenues	23.8		%	24.6		%	23.7		%	21.7		%	24.0		%
Development and preopening expense	311			718			1,752			—			2,470			(87.4	)%
Depreciation and amortization	132,170			67,023			61,162			9,512			137,697			(4.0	)%
Management fee expense	44,591			21,819			—			3,112			24,931			n/m
Impairment of other assets	12,973			2,100			—			—			2,100			n/m
Write-downs and other charges, net	10,417			4,041			3,953			104			8,098			28.6	%
Earnings (losses) from joint ventures	1,773			(1,533		)	(945		)	—			(2,478		)	n/m
Gain on dissolution of joint venture	—			—			250			—			250			n/m
Interest expense, net	189,505			92,299			43,294			20,582			156,175			21.3	%
Loss (gain) on extinguishment of debt	51,796			(1,183		)	—			—			(1,183		)	n/m
Gain on Native American development	102,816			—			—			—			—			n/m
Interest and other expense from joint ventures	—			—			15,452			—			15,452			n/m
Change in fair value of derivative instruments	(921		)	—			397			—			397			n/m
Reorganization items, net	—			—			3,259,995			634,999			3,894,994			n/m

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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 From June 17, 2011 Through December 31, 2011			Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2011			Year Ended December 31, 2010									Percent change
Net revenues	$	629,399		$	464,697		$	84,052		$	1,178,148		$	944,955		$	169,772		$	1,114,727		5.7	%
Management fee revenue	13,482			10,765			—			24,247			22,394			—			22,394			8.3	%
Operating income (loss)	72,511			48,599			11,947			133,057			(209,055		)	7,554			(201,501		)	n/m
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		%
Development and preopening expense	718			1,752			—			2,470			16,272			—			16,272			(84.8	)%
Depreciation and amortization	67,023			61,162			9,512			137,697			153,316			21,613			174,929			(21.3	)%
Management fee expense	21,819			—			3,112			24,931			—			6,014			6,014			n/m
Impairment of goodwill	—			—			—			—			60,386			—			60,386			n/m
Impairment of intangibles and other assets	2,100			—			—			2,100			201,634			—			201,634			(99.0	)%
Write-downs and other charges, net	4,041			3,953			104			8,098			19,245			9,209			28,454			(71.5	)%
Losses from joint ventures	(1,533		)	(945		)	—			(2,478		)	(248,495		)	—			(248,495		)	n/m
Gain on dissolution of joint venture	—			250			—			250			124,193			—			124,193			(99.8	)%
Interest expense, net	92,299			43,294			20,582			156,175			104,582			48,644			153,226			1.9	%
Interest and other expense from joint ventures	—			15,452			—			15,452			66,709			—			66,709			n/m
Change in fair value of derivative instruments	—			397			—			397			(42		)	(50,550		)	(50,592		)	n/m
Reorganization items, net	—			3,259,995			634,999			3,894,994			(82,748		)	—			(82,748		)	n/m

n/m = not meaningful

(a)The results for the combined year ended December 31, 2011 were derived by the mathematical addition of the results of the Company for the period from June 17, 2011 through December 31, 2011 and the results of the Predecessors for the period from January 1, 2011 through June 16, 2011. Accordingly, for the year ended December 31, 2011, discussion of “combined” results refers to the combined results of Successor and Predecessors.

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(b)The results for the year ended December 31, 2010 were derived by the mathematical addition of the results for STN and GVR Predecessor, which are referred to as “Combined Predecessors”. Accordingly, for the year ended December 31, 2010, discussion of “combined” results refers to the results of the Combined Predecessors.

Net Revenues.  Net revenues for the year ended December 31, 2012 increased by 4.4%, to $1.23 billion as compared to combined net revenues of $1.18 billion for the year ended December 31, 2011. Combined net revenues for the year ended December 31, 2011 increased 5.7% as compared to $1.11 billion in 2010. The increase in net revenues during 2012 and 2011 reflect year over year improvements across all major categories of revenues.

Operating Income. Operating income was $149.3 million for the year ended December 31, 2012 as compared to combined operating income of $133.1 million for the year ended December 31, 2011. The increase in operating income is due to improvements in the results of our casino, food and beverage and room operations as well as an increase in our management fee revenue from Gun Lake. Included in operating income for 2012 is Fertitta Interactive’s operating loss of $13.5 million for the period April 30, 2012 through December 31, 2012. We expect Fertitta Interactive’s operating losses to continue at approximately the same run rate in 2013.

Our combined operating income 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 in 2011 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.

Casino.   Casino revenues increased 4.0% to $885.6 million for the year ended December 31, 2012 as compared to combined casino revenues of $851.8 million for the year ended December 31, 2011. The improvement in casino revenues is due to increased casino volume at our properties as a result of our focused marketing efforts, including our Boarding Pass program. Casino expenses increased by 5.1% for the year ended December 31, 2012 compared to the prior year, primarily due to costs associated with driving increased casino volume at our properties.

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 increase in casino revenues during 2011 was driven primarily by the success of our marketing programs. Combined casino expenses decreased slightly for the year ended December 31, 2011 as compared to the prior year.

Food and Beverage.   Food and beverage revenues increased 5.8% for the year ended December 31, 2012 as compared to the prior year. The number of restaurant guests served increased 5.5% and the average guest check increased 1.3% for the year ended December 31, 2012 as compared to the prior year. The increases in revenues and number of restaurant guests served are primarily attributable to the conversion of six leased café outlets to owned outlets during the year ended December 31, 2011. Food and beverage expenses decreased by 0.6% for the year ended December 31, 2012 as compared to the prior year, primarily due to our cost control efforts.

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 year ended December 31, 2010, and the combined number of restaurant guests served increased 37.3% for the year ended December 31, 2011 compared to 2010. The increase in the number of restaurant guests served is the result of the café conversions mentioned above, as well as 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 price adjustments at certain outlets. 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.

Room.  The following table shows key information about our hotel operations:

	Year Ended December 31, 2012			Percentchange		CombinedYear EndedDecember 31, 2011			Percentchange		CombinedYear Ended December 31, 2010
Occupancy	87		%	2.4	%	85		%	6.3	%	80		%
Average daily rate	$	72		1.4	%	$	71		2.9	%	$	69
Revenue per available room	$	63		5.0	%	$	60		9.1	%	$	55

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Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by total rooms available. Average daily rate (“ADR”) is calculated by dividing total room revenue, which includes the retail value of complimentary rooms, by total rooms occupied, including complimentary rooms. Revenue per available room is calculated by dividing total room revenue by total rooms available.

Room revenues increased 5.3% for the year ended December 31, 2012 compared to combined room revenues for the prior year as a result of improvements in both occupancy levels and ADR. Room expenses increased 5.1% for the year ended December 31, 2012 compared to combined room expenses for the prior year, primarily due to the increased occupancy.

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.

Other. Other revenues primarily include income from gift shops, bowling, entertainment, leased outlets and spas. Other revenues decreased to $69.9 million for the year ended December 31, 2012 compared to combined revenue of $71.9 million for the year ended December 31, 2011, primarily due to changes in our mix of entertainment and retail offerings. Other revenues increased 7.2% for the year ended December 31, 2011 as compared to the prior year, primarily as a result of increased visitation to our properties.

Management Fee Revenues.  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 is 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 year ended December 31, 2012, management fee revenue increased to $29.9 million as compared to $24.2 million in the prior year primarily due a full year of management fees earned from Gun Lake Casino in 2012, which opened in February 2011.

During the Predecessor periods, STN earned management fees from Barley’s, The Greens, Wildfire Lanes and Gun Lake under the arrangements described above. In addition, during the first half 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.

Selling, General and Administrative (“SG&A”).    SG&A expenses totaled $293.1 million for the year ended December 31, 2012 as compared to combined SG&A of $283.2 million for the year ended December 31, 2011. For the year ended December 31, 2012, SG&A as a percentage of net revenues decreased slightly to 23.8% as compared to 24.0% for the prior year. The increase in SG&A expense is primarily due to inclusion of Fertitta Interactive’s SG&A expense of $6.5 million for the period from April 30, 2012 through December 31, 2012. In addition, SG&A expense for the year ended December 31, 2012 includes $2.4 million of share-based compensation for which there was no comparable expense in the prior year.

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 slightly to 24.0% for the year ended December 31, 2011 as compared to 23.2% for the year ended December 31, 2010. The increase in SG&A expenses during year ended December 31, 2011 was primarily due to an increase of $17.0 million as a 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 for the year ended December 31, 2010.

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 June 17, 2011, certain development activities are performed on our behalf by the Managers under the Management Agreements and as a result, our development and preopening expense is not fully comparable to that of Predecessors. Development and preopening expense decreased to $0.3 million for the year ended December 31, 2012 as compared to $2.5 million for the year ended December 31, 2011, primarily due to lower preopening expense in the current year. 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 the year ended December 31, 2011 is primarily due to expenses recognized during the year ended December 31, 2010 related to the Gun Lake project, as well as the impact of the development arrangements with the Managers described above.

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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. Depreciation and amortization expense for the year ended December 31, 2012 was $132.2 million, compared to $137.7 million for the year ended December 31, 2011. Combined depreciation and amortization expense for the year ended December 31, 2010 was $174.9 million.

Management Fee Expense.   As of June 17, 2011, 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. Prior to entering into the long-term Management Agreements on June 17, 2011 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 we pay to the Managers. As a result, our statement of operations reflects no corporate expense comparable to that of STN.

Asset Impairments. During the year ended December 31, 2012, we prepared a business enterprise valuation for the purpose of estimating the fair value of share-based compensation awards granted during the period. During the valuation process, we became aware that the appraised values of certain parcels of our land held for development were less than the carrying values. As a result, we tested our land held for development for impairment and recorded an impairment loss of approximately $10.1 million to write down the carrying values of certain parcels of land and related improvements totaling $120.4 million to their fair values totaling $110.3 million. During the year ended December 31, 2012, there were no indicators of impairment for any of our assets prior to the preparation of the business enterprise valuation. In addition, during the period April 30, 2012 through December 31, 2012, Fertitta Interactive recognized an impairment charge of $2.9 million related to a customer relationship intangible asset.

At December 31, 2011, we determined that the carrying value of one of our development land parcels might not be recoverable and as a result, we tested the asset for impairment. The carrying value of $2.9 million was higher than the asset’s 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 sold this land in the second quarter of 2012.

During 2010, STN reviewed substantially all of its assets for impairment as a result of the confirmation of the SCI Plan by the Bankruptcy Court on August 27, 2010. The SCI Plan reflected a reorganization value of approximately $2.6 billion, which was significantly less than the carrying value of STN’s net assets that were subject to the plan. STN determined that this constituted an indicator of asset impairment. As a result of its 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;

·$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.

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 and other non-routine transactions. For the year ended December 31, 2012, write-downs and other charges, net totaled $10.4 million, including a $5.0 million settlement paid in satisfaction of an option granted to a former owner of GVR Predecessor to reacquire an ownership interest in Green Valley Ranch as provided in a settlement agreement. For the year ended December 31, 2011, combined write-downs and other charges, net, totaled $8.1 million primarily represents 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.

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Earnings (Losses) From Joint Ventures.    We hold 50% investments in Barley’s, The Greens, Wildfire Lanes and Losee Elkhorn Properties, LLC, which we account for using the equity method. Our earnings from these investments totaled $1.8 million for the year ended December 31, 2012. During the Successor Period ended December 31, 2011, we recorded a loss of $1.5 million, which includes a $2.3 million goodwill impairment charge related to The Greens.

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 owned 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 June 17, 2011. STN’s losses from joint ventures for the period from January 1 through June 16, 2011 and for the year ended December 31, 2010 were $0.9 million and $248.5 million, respectively. STN’s losses from joint ventures for the year ended December 31, 2010 primarily represent its 50% share of asset impairment charges recognized by Aliante Station and Rancho Road.

Gain on Dissolution of Joint Venture.    During 2010, two of STN’s 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 one of these joint ventures was a deficit of $124.2 million as a result of accumulated losses in excess of the investment. Upon dissolution, STN removed the deficit carrying value of the investment from its books and recognized a gain. During 2010, STN wrote down the carrying value of its investment in the second joint venture to the amount expected to be received from the disposal of the joint venture’s assets and as a result, STN recognized no gain or loss on the dissolution of the joint venture.

Interest Expense, net.    As a result of the Chapter 11 Cases and related transactions, our interest expense, net for the year ended December 31, 2012 is not comparable to the interest expense of the Predecessors. The principal amount of our outstanding indebtedness at December 31, 2012 was approximately $2.3 billion compared to combined indebtedness of the Predecessors totaling approximately $6.7 billion prior to the Restructuring Transactions. In accordance with the accounting guidance for bankruptcy reorganizations, following the filing of the Chapter 11 Cases, the Predecessors recognized interest expense only to the extent it was expected to be paid or to become an allowed claim in the bankruptcy proceedings.

The following table presents summarized information about our 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
	Year EndedDecember 31, 2012			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
Interest cost, net of interest income	$	122,966		$	55,109		$	46,037		$	20,255	$	121,401		$	112,705		$	47,437	$	160,142
Amortization of debt discount and debt issuance costs	70,260			39,345			196			327		39,868			1,955			1,207		3,162
Less: Capitalized interest	(3,721		)	(2,155		)	(2,939		)	—		(5,094		)	(10,078		)	—		(10,078		)
Interest expense, net	$	189,505		$	92,299		$	43,294		$	20,582	$	156,175		$	104,582		$	48,644	$	153,226

During the year ended December 31, 2012, we issued $625 million in aggregate principal amount of Senior Notes in exchange for $625 million in principal amount of Tranche B-3 term loans that were outstanding under the Propco Credit Agreement. We also entered into a new Opco Credit Agreement, the proceeds of which were used primarily to repay amounts outstanding under the Original Opco Credit Agreement and the GVR Credit Agreements.

Loss on Extinguishment of Debt. During the year ended December 31, 2012, we recognized a $51.8 million loss on debt extinguishment related to the refinancing of the Original Opco Credit Agreement and the GVR Credit Agreements, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. See Note 11  —  Long-term Debt in the accompanying consolidated financial statements for additional information about the refinancing transaction.

42

Gain on Native American Development.  In August 2012, we received a payment of $194.2 million from the Federated Indians of Graton Rancheria (“FIGR”) in partial repayment of costs we had advanced for their gaming and entertainment project, and we recognized a gain of $102.8 million representing the difference between the carrying value of the project and the payment received. The gain resulted from the adjustment of the carrying value of the project to fair value upon our adoption of fresh-start reporting at June 17, 2011, and our deferral of the return on the advances until the carrying value had been recovered. We have no ongoing contractual obligation related to the amount collected, and the amount collected is nonrefundable. At December 31, 2012, the remaining amounts due from the FIGR total $57.3 million, which we will recognize in income when collected.

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 year ended December 31, 2010, of $15.5 million and $66.7 million, respectively, which was primarily related to STN’s investments in GVR Predecessor and Aliante Station. We recognized no interest and other expense from our investments in joint venture properties during the Successor periods, and we do not expect interest and other expense from our equity method investees to be a significant component of our future operating results.

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. In September 2012, in connection with the refinancing of the Opco Credit Agreement, we (a) discontinued the designated cash flow hedging relationships on our three interest rate swaps, (b) terminated one of the interest rate swaps, (c) amended and redesignated the second interest rate swap, (d) redesignated a portion of the third interest rate swap, and (e) accelerated the reclassification of $0.7 million of deferred losses from accumulated other comprehensive income to earnings because it became probable that certain hedged forecasted transactions would not occur. A portion of one of our two remaining interest rate swaps is no longer designated in a cash flow hedging relationship, and there is a small amount of ineffectiveness in the redesignated hedging relationships.

Upon discontinuation of the three previous cash flow hedging relationships, cumulative net losses of $28.6 million that had been recognized in other comprehensive income are being amortized as an increase to interest expense through July 2015 as the hedged interest payments continue to occur. Future changes in the fair value of the undesignated portion of the partially designated interest rate swap and the ineffective portions of the redesignated interest rate swaps will be recognized in earnings as they occur. For the year ended December 31, 2012, we recognized a loss of $0.9 million related to changes in fair value of the undesignated portion of the partially designated interest rate swap and the ineffective portions of the designated interest rate swaps, which includes the $0.7 million accelerated reclassification out of accumulated other comprehensive income due to certain hedged transactions not occurring. Amortization of the deferred losses on the discontinued cash flow hedging relationships increased interest expense by $2.8 million during the year ended December 31, 2012.

For the period from June 17, 2011 through December 31, 2011, all of our derivative instruments were designated in hedging relationships which had no ineffectiveness and as a result, our statement of operations reflected no change in fair value of derivative instruments for the period.

During the period from January 1, 2011 through June 16, 2011 and the year ended December 31, 2010, STN recorded a gain of $0.4 million and a loss of $42,000, respectively, related to changes in the fair values of derivative instruments not designated in hedging relationships. As a result of the bankruptcy, 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 were recognized in the reorganization items line on STN’s Consolidated Statements of Operations.

For the year ended December 31, 2010 GVR Predecessor recognized derivative losses of $50.6 million related to its floating-to-fixed interest rate swap, primarily due to the adjustment of the swap’s carrying value to its termination settlement amount as a result of early termination by the counterparty.

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.

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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 .

At December 31, 2012, we had $128.9 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties. At December 31, 2012, our borrowing availability was $48.7 million under the Propco Credit Agreement and $184.0 million under the Opco Credit Agreement, which are net of outstanding letters of credit and similar obligations totaling $38.3 million. Our restricted cash totaled $2.0 million at December 31, 2012, primarily representing escrow balances related to the June 17, 2011 restructuring transactions.

Our primary cash requirements for 2013 are expected to include (i) required principal and interest payments on indebtedness, totaling approximately $14.5 million and $130.0 million, respectively, (ii) approximately $80 million to $90 million for capital expenditures and investments, and (iii) payments related to our existing and potential Native American projects. 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. 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.

Following is a summary of our cash flow information (amounts 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
	Year EndedDecember 31, 2012			Period FromJune 17, 2011ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011						Year EndedDecember 31, 2011			Year EndedDecember 31, 2010
Cash flows provided by (used in):
Operating activities	$	206,624		$	64,485		$	(2,404,716	)	$	(312,477	)	$	(2,652,708	)	$	(4,566	)	$	30,272		$	25,706
Investing activities	101,472			(839		)	(18,641		)	(1,418		)	(20,898		)	(14,969		)	(1,273		)	(16,242		)
Financing activities	(272,878		)	(81,339		)	2,371,574			290,930			2,581,165			(303		)	(156		)	(459		)

Cash Flow from Operations. Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations. During the year ended December 31, 2012, net cash provided by operating activities totaled $206.6 million, compared to combined net cash used in operating activities of $2.7 billion for the year ended December 31, 2011. The $2.9 billion improvement in cash provided by operating activities is primarily the result of reorganization items during 2011. In addition, operating income improved by $16.3 million during the year ended December 31, 2012 compared to combined operating income for the prior year as discussed under Results of Operations above.

Investing Activities.  During the year ended December 31, 2012, capital expenditures totaled $62.0 million for maintenance capital and other projects, as compared to combined capital expenditures of $43.4 million for the year ended December 31, 2011. During the year ended December 31, 2010, capital expenditures of the Combined Successor and Predecessors totaled $37.1 million. 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.

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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. For the year ended December 31, 2012, capital expenditures includes Fertitta Interactive’s capitalized software development costs totaling $2.0 million.

On November 16, 2012, we acquired a 50.1% ownership interest in Fertitta Interactive for $20.7 million in cash. Fertitta Interactive operates Ultimate Gaming, which was formed in 2011, and expects to launch its real money online poker platform in Nevada in the summer of 2013. We accounted for this investment as a common control transaction and accordingly, our net cash provided by investing activities includes a $7.7 million cash outflow equal to the historical cost of the net assets acquired as of April 30, 2012, the date common control commenced. The $12.6 million excess of the purchase price over the historical cost of the net assets acquired at November 16, 2012 is reflected as a deemed distribution in our cash flows from financing activities.

On August 22, 2012, the FIGR completed the third-party financing for their casino project totaling $850 million, and we received a repayment of $194.2 million on our advances. At December 31, 2012, the remaining amounts due from the FIGR total $57.3 million, which we anticipate will be repaid from the cash flows of the casino. 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 noncontrolling members and investors, and the remaining $27.0 million was retained by the Company.

During the year ended December 31, 2012, we paid $19.9 million in reimbursable advances for Native American development projects, primarily the FIGR project, as compared to $7.1 million paid by the combined Successor and STN Predecessor during 2011 and $16.0 million paid by STN in 2010. The decrease in expenditures for Native American development costs during 2011 as compared to 2010 was primarily due to the completion of the Gun Lake project in February 2011.

Financing Activities.  During the year ended December 31, 2012, we reduced our outstanding debt by approximately $216.6 million on a consolidated basis. Since June 17, 2011, the date we acquired assets from STN, on a consolidated basis, we have reduced our outstanding debt by approximately $287 million. On September 28, 2012, we repaid all amounts outstanding under the Original Opco Credit Agreement and the GVR Credit Agreements and Opco and GVR, jointly and severally, as co-borrowers entered into a new credit agreement with a term loan facility of $575 million and a revolving credit facility in the maximum amount of $200 million, which mature on September 28, 2019 and September 28, 2017, respectively. Approximately $517 million of the borrowings incurred under the new term loan were applied to repay in full amounts outstanding under the Original Opco Credit Agreement and GVR Credit Agreements. The remaining borrowings under the new term loan were used for transaction fees and expenses, including $16.4 million in debt issuance costs, ongoing working capital and other general corporate purposes.

During 2012, we paid $9.2 million in distributions to our members representing taxes due on our results of operations. In addition, distributions totaling $11.3 million were paid to noncontrolling interest holders by our consolidated variable interest entity, MPM. In connection with our purchase of 50.1% of Fertitta Interactive, which was accounted for as a common control transaction, the $12.6 million excess of the purchase price over the carrying value of the net assets acquired was recorded as a deemed distribution. During 2012, capital contributions to Fertitta Interactive from noncontrolling interest holders totaled $8.6 million.

On June 17, 2011, we borrowed approximately $2.5 billion under new or amended credit agreements in connection with the restructuring transactions.

During the Successor period from 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 Credit Agreement, Original Opco Credit Agreement, and GVR Credit Agreements. During the period from January 1, 2011 through June 16, 2011, STN paid $1.5 million in principal payments on its debt.

Refinancing Transactions

In March 2013, we entered into a new credit agreement with a term loan facility of $1,625 million and a revolving credit facility in the maximum amount of $350 million, and we issued $500 million in aggregate principal amount of new 7.50% Senior Notes due 2021. We used the proceeds therefrom to repay all amounts outstanding under the Propco Credit Agreement and the Opco Credit Agreement, to repurchase all of our outstanding Senior Notes due 2018, and to pay fees and expenses associated with such refinancing transactions. These transactions are described in more detail below.

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Tender Offer. On February 14, 2013, we commenced a cash tender offer and consent solicitation for any and all of our Senior Notes due 2018 pursuant to which we offered to purchase the Senior Notes at a purchase price of $991.50 in cash, plus a $10.00 consent payment, per $1,000 in principal amount (the “Tender Offer”). The Tender Offer was completed and we repurchased all of the Senior Notes on March 1, 2013.

7.50% Senior Notes. In March 2013, we issued, in a private offering, $500 million in aggregate principal amount of 7.50% senior notes due March 1, 2021 (the “7.50% Senior Notes”). Interest is due March 1 and September 1 of each year commencing September 1, 2013. On or after March 1, 2016, we may redeem the 7.50% Senior Notes, in whole or in part, at the redemption prices specified in the indenture. Prior to March 1, 2016, we may redeem the 7.50% Senior Notes plus accrued and unpaid interest, plus a make-whole premium. Prior to March 1, 2016, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the indenture.

The 7.50% Senior Notes are guaranteed by our existing and future restricted subsidiaries that guarantee our obligations under the New Credit Facility (as defined below).

If we experiences certain change of control events (as defined in the indenture), we must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 7.50% Senior Notes plus accrued and unpaid interest thereon to the date of repurchase.

The indenture contains certain customary covenants limiting, among other things, our ability and the ability of our subsidiaries (other than our unrestricted subsidiaries) to incur or guarantee additional debt, create liens, transfer and sell assets, merge, consolidate, 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 our core business and related businesses; and our or our restricted subsidiaries’ ability to pay dividends or distributions (other than customary tax distributions) or other payments. 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 would permit or require the principal and accrued interest on the 7.50% Senior Notes to be declared due and payable.

New Credit Facility. On March 1, 2013, we entered into a new credit facility, which includes a $1,625.0 million term loan facility (the “Term Loan Facility”) and a $350.0 million revolving credit facility (the “Revolving Credit Facility”) (together the “New Credit Facility”).

The Term Loan Facility is fully drawn and will mature on March 1, 2020. Subject to the satisfaction of the conditions to borrowing set forth therein, amounts may be borrowed under the Revolving Credit Facility, which will be fully available at any time prior to maturity on March 1, 2018. At our option, we have the right to increase our borrowings under the New Credit Facility in an aggregate total principal amount not to exceed the greater of (a) $350.0 million or (b) an unlimited amount (subject to certain conditions and to pro forma first lien leverage of less than or equal to 4.50x).

The interest rates under the Revolving Credit Facility are at our option, either (i) LIBOR plus a margin up to 3.50%, or (ii) a base rate plus a margin up to 2.50%. The interest rates under the Term Loan Facility are at our option, either (i) LIBOR plus 4.00%, or (ii) a base rate plus 3.00%; provided, however, that in no event will LIBOR be less than 1.00% over the term of the Term Loan Facility. Additionally, we will be subject to fees of 0.50% per annum on the unused portion of the Revolving Credit Facility.

The New Credit Facility is secured by substantially all of our personal property assets and substantially all personal property assets of the Guarantors and mortgages on certain real property. The New Credit Facility is also secured by a pledge of all of our equity. Borrowings under the New Credit Facility are guaranteed by all of our existing and future subsidiaries other than those that we designate as unrestricted subsidiaries.

We will be required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the sum of the principal amount under the Term Loan Facility beginning on June 30, 2013. In addition to the scheduled principal payments on the Term Loan Facility, we will be required to make certain mandatory prepayments on the Term Loan Facility with a portion of our excess cash flow as follows: (A)(i) 50% of excess cash flow so long as our total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0.0% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 3.50 to 1.00, and (B) 100% of all net cash proceeds of asset sales or other dispositions, the issuance or incurrence of additional debt, and the receipt of insurance proceeds and condemnation awards, in each case subject to certain customary carve-outs and reinvestment provisions.

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We must pay a premium if we prepay the Term Loan Facility prior to March 1, 2014. On or after March 1, 2014, we may, at our option, prepay the Term Loan Facility at par.

The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of the Guarantors to incur additional indebtedness or become a guarantor; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions (as described below); make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the New Credit Facility also requires that we maintain a maximum total leverage ratio and a minimum interest coverage ratio, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. The testing of these financial ratio covenants begins with the fiscal quarter ended March 31, 2013. These include a maximum total leverage ratio ranging from 8.00:1.00 in 2013 to 5.50:1.00 in 2017 and a minimum interest coverage ratio of 2.00:1.00 in 2013 to 3.00:1.00 in 2017.

The credit agreement governing the New Credit Facility contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we have any derivative arrangements other than the previously discussed interest rate swaps. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At December 31, 2012, approximately $38.3 million of borrowing capacity under our credit agreements was used to support letters of credit and similar obligations.

Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2012 (amounts in thousands):

	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		Thereafter		Total
Long-term debt and interest rate swaps (a)	$	122,595	$	249,387	$	1,763,391	$	634,034	$	2,769,407
Operating leases	8,609		17,635		17,542		402,225		446,011
Other (b)	23,043		2,261		6,000		6,000		37,304
Total contractual cash obligations	$	154,247	$	269,283	$	1,786,933	$	1,042,259	$	3,252,722

(a)     Includes principal and contractual interest payments on long-term debt outstanding at December 31, 2012 and projected cash payments on interest rate swaps based on outstanding amounts and interest rates in effect at that date. Additional information about our long-term debt and derivative instruments is included in Notes 11 and 12 to the Consolidated Financial Statements in this Annual Report on Form 10-K. During March 2013, we refinanced all of the amounts due under our credit agreements and Senior Notes. See “Refinancing Transactions” in Liquidity and Capital Resources above for additional information.

(b)    Other includes employment contracts, long-term stay-on agreements, open purchase orders, natural gas purchase contracts, equipment purchase obligations and development milestone payment obligations.

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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 8 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 entered into development and management agreements with the FIGR, a federally recognized Native American tribe. Pursuant to those agreements, we are assisting the FIGR in developing a gaming and entertainment project located near the City of Rohnert Park in Sonoma County, California. The facility is expected to include approximately 3,000 slot machines, 146 table games, an 18-table poker room, four full-service restaurants and nine quick-serve restaurants. We will assist the FIGR in operating the project upon completion. During 2010, the BIA accepted approximately 254 acres of land into trust on behalf of the FIGR for the development of the project by Station and the FIGR. Construction of the casino commenced in June 2012, and we expect the casino will commence operations during the fourth quarter of 2013. There can be no assurance, however, that the project will be constructed and opened within this time frame.

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 1 through 4 and 27% of the facility’s net income in years 5 through 7. We will also receive a development fee equal to 2% of the cost of the project upon the opening of the project. The NIGC approved the management agreement for Class II and Class III gaming at the 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, while Class III gaming includes casino—style games. Class III gaming requires a compact (the “FIGR Compact”) signed by the Governor, ratified by the California legislature and approved by the Secretary of the Interior (the “Secretary”), as well as a management agreement for Class III gaming approved by the NIGC.

Representatives of FIGR and the Governor of the State of California negotiated the FIGR Compact and the Governor executed the FIGR Compact on March 27, 2012. The FIGR Compact provides for the FIGR to operate up to 3,000 slot machines at the proposed project in return for sharing up to 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 (“A.B.”) 517 (as amended), the legislation necessary to ratify the Compact, was introduced in the California legislature on April 19, 2012. 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 Compact was submitted to the DOI for consideration by the Secretary on May 21, 2012. The Secretary approved the FIGR Compact and it became effective when it was published in the Federal Register on July 11, 2012. On August 1, 2012, the Chairwoman of the NIGC approved the Amended and Restated Gaming Management Agreement between the FIGR and Station, thereby permitting us to manage all Class II and Class III gaming to be operated at the facility.

We provided 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 and STN advanced approximately $172.3 million toward the development of the project through August 21, 2012. On August 22, 2012 , the FIGR completed the third-party financing for their casino project totaling $850 million. We received a $194.2 million partial repayment of our advances from the proceeds of the financing and recognized a gain of $102.8 million representing the difference between the carrying value of the project and the payment received. The gain resulted from the adjustment of the carrying value of the project to fair value upon our adoption of fresh-start reporting at June 17, 2011 and our deferral of the return on our advances until the carrying value had been recovered. We have no ongoing contractual obligation related to the amount collected, and the amount collected is nonrefundable.  At December 31, 2012, remaining amounts due to us from the FIGR total $57.3 million, which will be recognized in income as collected. We expect the remaining amounts due to us will be repaid from the FIGR’s gaming revenues, but there can be no assurance that such amounts will be repaid.

We evaluated the likelihood that the FIGR project will be successfully completed and opened, and concluded that at December 31, 2012, the likelihood of successful completion is in the range of 95% 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.

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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.

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 on a 305—acre site (the “North Fork Site”) located on Highway 99 north of the city of Madera 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 30% 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 was subject to ratification by the California legislature and, if ratified, would have regulated gaming at the Mono’s proposed gaming and entertainment project to be developed on the site.

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. 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.

On August 31, 2012, the Governor of California concurred with the Assistant Secretary’s determination that placing the Site in trust was in the best interest of the Mono and was not detrimental to the surrounding community. On the same day, the Governor signed a new tribal-state Class III gaming compact (the “2012 Compact”) between the State and the Mono. The California legislature must still ratify the 2012 Compact and the DOI must then either approve the Compact or otherwise allow it to become effective by operation of law. Once effective, the 2012 Compact will regulate gaming at the Mono’s proposed gaming project on the site. The 2012 Compact provides for the Mono to operate up to 2,000 slot machines at the proposed project in return for sharing up to 15% of the net proceeds with the State of California, Madera County, the City of Madera, and other Native American tribes, which includes payments due to local authorities under any memorandum of understanding. On February 5, 2013, the United States accepted the North Fork Site into trust for the benefit of the Mono. There can be no assurance as to whether the California legislature will ratify the 2012 Compact, or whether the Secretary of the Interior will approve the 2012 Compact or otherwise allow it to become effective. Notwithstanding the foregoing, 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, approximately 40 table games, and several restaurants. Development of the project remains subject to certain governmental and regulatory approvals, including, but not limited to, ratification by the California legislature of the gaming compact with the State of California 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 2014 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 evaluated the likelihood that the Mono project will be successfully completed and opened, and concluded that at December 31, 2012, the likelihood of successful completion is in the range of 65% to 75%. 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.

Land Held for Development

Our land held for development consists 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.

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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 current legislative session began in February 2013. There have been no specific proposals during this 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 purchased for use in complimentary meals provided to patrons and employees is not subject to Nevada use tax. We filed refunds for the periods from March 2000 through February 2008, and began claiming this exemption on our sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The amount subject to these refunds is approximately $15.6 million plus interest. The Department of Taxation subsequently audited the Company and issued a sales tax deficiency on the cost of food used in complimentary meals provided to patrons and employees for the period March 2000 through February 2008. On July 9, 2012, a Nevada Administrative Law Judge concluded that the State’s sales tax deficiency for complimentary meals we provided to patrons and employees for the period March 2000 through February 2008 will be allowed, but only to the extent of use tax previously paid for these meals; however, the Administrative Law Judge did award us a refund of approximately $0.7 million of use tax paid on certain non-gaming related promotional meals. We appealed the decision. On October 1, 2012, the Nevada Tax Commission upheld the Administrative Law Judge’s decision. We have appealed that portion of the decision that denied the refund. In addition, the City of Henderson appealed the refund awarded for non-gaming related promotional meals. On October 17, 2012, in a case involving another gaming company, a Clark County District Court ruled that complimentary meals provided to patrons are subject to sales tax, while employee meals are not subject to sales tax. We believe that the decision will be appealed to the Nevada Supreme Court. In the accompanying Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, we have not recorded a refund receivable for the previously paid use tax.

The Department of Taxation issued a regulation that as of February 15, 2012, 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. On June 25, 2012 the Nevada Tax Commission adopted the Department of Taxation’s regulation. The Department of Taxation issued guidance delaying the payment of this sales tax until the earlier of (1) approval of the regulation by the Legislative Commission, (2) affirmation by the Nevada Supreme Court, (3) the effective date of relevant legislation or (4) June 30, 2013. As of December 31, 2012, we have accrued a liability for the estimated amount of sales tax on complimentary food and employee meals for the period February 15, 2012 through December 31, 2012.

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

A description of the Company’s indebtedness is included in Note 11 to the Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.

On March 1, 2013, we completed a series of transactions to refinance the outstanding indebtedness under the Senior Notes, the Propco Credit Agreement and the Opco Credit Agreement. See Liquidity and Capital Resources — Refinancing Transactions for additional information.

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Capital Stock

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. On June 17, 2011, 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 the Company’s 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, 2012 we have two floating-to-fixed interest rate swaps with notional amounts totaling $1.1 billion which mature in 2015. These interest rate swaps effectively fix the interest rates on $1.1 billion of the Company’s variable-rate debt at 5.1% and 6.6%, respectively, for amounts outstanding under the Propco and Opco credit agreements. As of December 31, 2012, we paid a weighted-average fixed interest rate of 1.52% and received a weighted-average variable interest rate of 0.44% on our interest rate swaps.

In September 2012, in connection with entering into the Opco Credit Agreement, we (a) discontinued the designated cash flow hedging relationships on our interest rate swaps, (b) terminated one of the interest rate swaps, (c) amended and redesignated the second interest rate swap, (d) redesignated a portion of the third interest rate swap, and (e) accelerated the reclassification of $0.7 million of deferred losses from other comprehensive income to earnings because it became probable that certain hedged forecasted transactions would not occur. We have designated $931.3 million in notional amount of our interest rate swaps as cash flow hedging instruments for accounting purposes, and $123.2 million in notional amount is not designated in a cash flow hedging relationship for accounting purposes. There is a small amount of ineffectiveness in the redesignated hedging relationships.

Upon discontinuation of the cash flow hedging relationships, cumulative net losses of $28.6 million that had been recognized in other comprehensive income are being amortized through July 2015 as an increase to interest expense as the hedged interest payments continue to occur.

The difference between amounts received and paid under the designated portion of 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 year ended December 31, 2012, our interest rate swaps increased our interest expense by $12.4 million. The changes in fair value of the designated portions of the interest rate swaps is recognized in other comprehensive income, and the changes in fair value of the ineffective portion of the designated interest rate swaps and the undesignated portion of the the partially designated interest rate swap are recognized in earnings as they occur.

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 the appropriate assumptions used for calculating financial 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. By their nature, these judgments are subject to an inherent degree of uncertainty. We base our estimates on 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, and such differences could have a material effect on our financial statements. Significant estimates used in the preparation of our 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, the determination of slot club program liability, self-insurance reserves, the estimated fair values of derivative instruments, the estimated fair value of share-based compensation, contingencies, litigation, and claims and assessments. We believe the critical accounting policies described below affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

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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 to be held and used, 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 has 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 a gain or loss on disposition is recognized in operating income. Assets recorded under capital leases are included in property and equipment, and amortization of assets recorded under capital leases is included in depreciation expense and accumulated depreciation.

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 our 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 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, and whenever 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. As of our annual goodwill impairment testing date in the fourth quarter of 2012, the estimated fair values of several of our properties were slightly in excess their carrying values. No impairment was recognized as a result of our annual goodwill impairment testing; however, we may be required to recognize a goodwill impairment charge in the future if the estimated fair value of any of our reporting units declines as a result of a decrease in actual or projected operating results or changes in significant assumptions used in the estimation process.

Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets primarily represent 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 changes in circumstances indicate that an impairment may exist. 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.

52

Finite-Lived Intangible Assets. Our finite-lived intangible assets primarily represent assets related to our customer relationships, management contracts and core technology. 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 primarily represents the value associated with our 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 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 customer visits 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. The assets are typically transferred to the Tribe at such time as the Tribe secures third-party financing, or the gaming facility is completed. Upon transfer of the assets to the Tribe, a long-term receivable is recognized in an amount equal to any remaining carrying value that has not yet been recovered from the Tribe.

In accordance with the accounting guidance for capitalization of interest costs, we capitalize interest on Native American development projects when 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.  In accordance with the cost recovery method, recognition of the return is deferred until the assets are transferred to the Tribe, the carrying value of the assets has been fully recovered, and the return has been collected.

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 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.

53

Customer Loyalty Program

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. We record a liability for the estimated value of outstanding points under the Program that management believes will ultimately be redeemed. The estimated value of points expected to be redeemed for cash and complimentary slot play under the Program reduces gross casino revenue. The estimated cost of the outstanding points is calculated based on the total number of points earned, 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, rooms, entertainment, merchandise and cash.

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. 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 are intended to hedge our exposure to variability in expected future cash flows related to interest payments on our debt, and portions of such instruments qualify for and are designated in cash flow hedging relationships. A portion of one of our interest rate swaps is not designated. This hedge is not speculative and is also used to manage the Company’s exposure to interest rate movements, but does not meet the strict hedge accounting requirements. 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 12 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information about our derivative and hedging activities and the related accounting.

Share-Based Compensation

We account for share-based compensation in accordance with the accounting guidance for stock compensation, which requires share-based compensation expense to be measured at the grant date based on the fair value of the award and recognized over the requisite service period. We estimate the fair value of our share-based compensation awards using the option pricing method, which utilizes various assumptions, including risk-free interest rate, expected volatility, and expected life of the award. These assumptions can have a significant impact on the estimated fair value of the awards. We use the straight-line method to recognize compensation expense for share-based awards with graded vesting. See Note 15 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information about share-based compensation.

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 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.

54

At December 31, 2012, $1.03 billion of the borrowings under our credit agreements are based on LIBOR plus applicable margins of 3.00% to 4.00%. The LIBOR rate underlying our LIBOR-based borrowings was 0.21%. This amount excludes $573.6 million of term loan borrowings that are subject to a LIBOR floor of 1.25%. The remainder of the borrowings under our credit agreements are based on the Base Rate (as defined in the credit agreements), which ranged from 5.25% to 6.50% at December 31, 2012. The weighted-average interest rates for variable-rate debt shown in the following table are calculated using the rates in effect as of December 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 December 31, 2012, an assumed 1% change in variable rates would cause our annual interest cost to change by approximately $2.1 million, after giving effect to our interest rate swaps which are further described below. The estimated fair value of our long-term debt at December 31, 2012 is $2.1 billion.

The following table shows information about future principal maturities, excluding original issue discounts, of our long-term debt as of December 31, 2012 (dollars in millions):

	Expected maturity date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
Long-term debt:
Fixed rate (a)	$	2.3		$	2.5		$	2.7		$	627.8		$	2.9		$	31.0		$	669.2		$	583.2
Weighted-average interest rate	4.28		%	4.27		%	4.27		%	6.04		%	4.17		%	3.72		%	5.90		%
Variable rate (b)	$	15.2		$	15.3		$	15.2		$	1,010.2		$	5.7		$	544.8		$	1,606.4		$	1,556.7
Weighted-average interest rate	4.57		%	4.57		%	4.57		%	3.97		%	5.50		%	5.50		%	4.51		%

(a) Includes increasing-rate Senior Notes

(b) Based on variable interest rates in effect at December 31, 2012

The following table shows information about future principal maturities, excluding original issue discounts, of our long-term debt as of December 31, 2012, after giving effect to our March 2013 refinancing transactions (dollars in millions):

	Expected maturity date
	2013			2014			2015			2016			2017			Thereafter			Total
Long-term debt:
Fixed rate	$	2.3		$	2.5		$	2.7		$	2.8		$	2.9		$	530.9		$	544.1
Weighted-average interest rate	4.28		%	4.27		%	4.27		%	4.27		%	4.17		%	7.28		%	7.21		%
Variable rate (a)	$	12.2		$	16.2		$	16.3		$	125.5		$	16.3		$	1,600.0		$	1,786.5
Weighted-average interest rate	5.00		%	5.00		%	5.00		%	3.88		%	5.00		%	4.96		%	4.88		%

(a) Based on variable interest rates in effect at December 31, 2012

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, 2012, we have two variable-to-fixed interest rate swaps with notional amounts totaling $1.1 billion 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. A portion of our interest rate swaps with notional amounts totaling $931.3 million 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 designated 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 Sheets. The fair values of interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative.

55

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. To comply with the provisions of ASC Topic 820, Fair Value Measurements and Disclosures , we incorporate credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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 Sheets. 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, 2012.

The following table provides information about our interest rate swaps at December 31, 2012 (dollars in millions):

	Expected maturity date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair value
Interest rate swaps:
Notional amount	$	36.8		$	40.0		$	977.8		$	—		$	—		$	—		$	1,054.6		$	23.9
Weighted-average fixed interest rate payable (a)	1.52		%	1.52		%	1.52		%	—		%	—		%	—		%	1.52		%
Weighted-average variable interest rate receivable (b)	0.44		%	0.44		%	0.44		%	—		%	—		%	—		%	0.44		%

(a)Based on actual fixed interest rates payable

(b)Based on variable interest rates in effect at December 31, 2012

Additional information about our long-term debt and interest rate swap agreements is included in Notes 11, 12 and 24 to the Consolidated Financial Statements in this Annual Report on Form 10-K.

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ITEM 8.                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	58
Consolidated Balance Sheets as of December 31, 2012 and 2011 (Successor)	59
Consolidated Statements of Operations — Year ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011, and Year Ended December 31, 2010 (Predecessors)	60
Consolidated Statements of Comprehensive Income (Loss) — Year ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (Predecessors)	62
Consolidated Statements of Members’ Equity / Stockholders’ Deficit / Members’ Deficit — Year Ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (Predecessors)	63
Consolidated Statements of Cash Flows — Year Ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (Predecessors)	65
Notes to Consolidated Financial Statements	68

57

Report of Independent Registered Public Accounting Firm

The Board of Managers and Members of Station Casinos LLC:

We have audited the accompanying consolidated balance sheets of Station Casinos LLC (the “Company”) as of December 31, 2012 and 2011 (Successor), and the related consolidated statements of operations, comprehensive income (loss), members’ equity/stockholders’ deficit/members’ deficit, and cash flows for each of the year ended December 31, 2012, the period from June 17, 2011 through December 31, 2011 (Successor), the period from January 1, 2011 through June 16, 2011 and the year ended December 31, 2010 (Predecessors). 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 Station Casinos LLC at December 31, 2012 and 2011 (Successor), and the consolidated results of its operations and its cash flows for the year ended December 31, 2012, the period from June 17, 2011 through December 31, 2011 (Successor), the period from January 1, 2011 through June 16, 2011 and the year ended December 31, 2010 (Predecessors), 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 22, 2013

58

STATION CASINOS LLC

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except units data)

	December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	128,880		$	93,662
Restricted cash	1,980			2,005
Receivables, net	30,931			29,605
Inventories	7,938			9,144
Prepaid gaming tax	18,415			18,180
Prepaid expenses and other current assets	9,108			11,701
Total current assets	197,252			164,297
Property and equipment, net	2,212,463			2,246,065
Goodwill	200,694			195,132
Intangible assets, net (includes Intangible assets, net, of consolidated variable interest entity of $52,303 and $62,503, respectively)	208,676			214,092
Land held for development	220,120			227,857
Investments in joint ventures	9,629			10,157
Native American development costs	3,255			70,516
Other assets, net	46,854			50,233
Total assets	$	3,098,943		$	3,178,349
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	17,544		$	16,380
Accounts payable	21,631			17,240
Accrued interest payable	7,983			2,858
Accrued expenses and other current liabilities	123,537			92,162
Total current liabilities	170,695			128,640
Long-term debt, less current portion	2,056,057			2,178,847
Deficit investments in joint ventures	2,356			2,318
Interest rate swaps and other long-term liabilities, net	30,974			26,068
Total liabilities	2,260,082			2,335,873
Commitments and contingencies (Note 21)
Members’ equity:
Voting units; 100 units authorized, issued and outstanding	—			—
Non-voting units; 100 units authorized, issued and outstanding	—			—
Additional paid-in capital	826,109			844,924
Accumulated other comprehensive loss	(25,672		)	(20,154		)
Accumulated deficit	(6,605		)	(25,093		)
Total Station Casinos LLC members’ equity	793,832			799,677
Noncontrolling interest	45,029			42,799
Total members’ equity	838,861			842,476
Total liabilities and members’ equity	$	3,098,943		$	3,178,349

The accompanying notes are an integral part of these consolidated financial statements.

59

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

	Successor						Predecessors
	Station Casinos LLC						StationCasinos, Inc.			Green Valley RanchGaming, LLC			StationCasinos, Inc.			Green Valley RanchGaming, LLC
	Year EndedDecember 31, 2012			Period FromJune 17, 2011 ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011						Year EndedDecember 31, 2010
Operating revenues:
Casino	$	885,629		$	452,951		$	339,703		$	59,100		$	699,401		$	120,580
Food and beverage	237,770			119,735			85,436			19,484			163,215			39,517
Room	106,348			54,924			36,326			9,753			73,454			19,492
Other	69,878			39,658			28,072			4,205			59,086			8,006
Management fees	29,874			13,482			10,765			—			22,394			—
Gross revenues	1,329,499			680,750			500,302			92,542			1,017,550			187,595
Promotional allowances	(100,023		)	(51,351		)	(35,605		)	(8,490		)	(72,595		)	(17,823		)
Net revenues	1,229,476			629,399			464,697			84,052			944,955			169,772
Operating costs and expenses:
Casino	355,199			178,266			136,037			23,574			289,168			52,410
Food and beverage	161,167			88,979			60,717			12,407			107,311			23,903
Room	43,106			22,403			15,537			3,064			32,321			6,686
Other	27,141			16,896			10,822			2,125			19,979			3,649
Selling, general and administrative	293,056			154,643			110,300			18,207			219,479			38,734
Corporate	—			—			15,818			—			34,899			—
Development and preopening	311			718			1,752			—			16,272			—
Depreciation and amortization	132,170			67,023			61,162			9,512			153,316			21,613
Management fee expense	44,591			21,819			—			3,112			—			6,014
Impairment of goodwill	—			—			—			—			60,386			—
Impairment of intangible assets and other assets	12,973			2,100			—			—			201,634			—
Write-downs and other charges, net	10,417			4,041			3,953			104			19,245			9,209
	1,080,131			556,888			416,098			72,105			1,154,010			162,218
Operating income (loss)	149,345			72,511			48,599			11,947			(209,055		)	7,554
Earnings (losses) from joint ventures	1,773			(1,533		)	(945		)	—			(248,495		)	—
Gain on dissolution of joint venture	—			—			250			—			124,193			—

60

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF OPERATIONS (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
	Year Ended December 31, 2012			Period From June 17, 2011 Through December 31, 2011			Period From January 1, 2011ThroughJune 16, 2011						Year Ended December 31, 2010
Operating revenues:
Operating income (loss) and earnings (losses) from joint ventures	151,118			70,978			47,904			11,947			(333,357		)	7,554
Other (expense) income:
Interest expense, net	(189,505		)	(92,299		)	(43,294		)	(20,582		)	(104,582		)	(48,644		)
(Loss) gain on extinguishment of debt	(51,796		)	1,183			—			—			—			—
Gain on Native American development	102,816			—			—			—			—			—
Interest and other expense from joint ventures	—			—			(15,452		)	—			(66,709		)	—
Change in fair value of derivative instruments	(921		)	—			397			—			(42		)	(50,550		)
	(139,406		)	(91,116		)	(58,349		)	(20,582		)	(171,333		)	(99,194		)
Income (loss) before income taxes and reorganization items	11,712			(20,138		)	(10,445		)	(8,635		)	(504,690		)	(91,640		)
Reorganization items, net	—			—			3,259,995			634,999			(82,748		)	—
Income (loss) before income taxes	11,712			(20,138		)	3,249,550			626,364			(587,438		)	(91,640		)
Income tax benefit	—			—			107,924			—			21,996			—
Net income (loss)	11,712			(20,138		)	3,357,474			626,364			(565,442		)	(91,640		)
Less: net (loss) income attributable to noncontrolling interest	(1,606		)	4,955			24,321			—			(1,673		)	—
Net income (loss) attributable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Ranch Gaming, LLC members	$	13,318		$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(91,640	)

The accompanying notes are an integral part of these consolidated financial statements.

61

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

	Successor						Predecessors					Predecessors
	Station Casinos LLC						StationCasinos, Inc.			Green Valley RanchGaming, LLC		StationCasinos, Inc.			Green Valley RanchGaming, LLC
	Year EndedDecember 31, 2012			Period FromJune 17, 2011ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011					Year EndedDecember 31, 2010
Net income (loss)	$	11,712		$	(20,138	)	$	3,357,474		$	626,364	$	(565,442	)	$	(91,640	)
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(18,918		)	(25,546		)	—			—		—			—
Less: Reclassification of unrealized loss into income (a)	13,187			5,499			—			—		1,985			6,108
Unrealized (loss) gain on interest rate swaps, net	(5,731		)	(20,047		)	—			—		1,985			6,108
Unrealized gain (loss) on available-for-sale securities (a)	213			(107		)	25			—		(80		)	—
Amortization of unrecognized pension and postretirement benefit plan liabilities (a)	—			—			(19		)	—		(940		)	—
Comprehensive income (loss)	6,194			(40,292		)	3,357,480			626,364		(564,477		)	(85,532		)
Less: comprehensive (loss) income attributable to noncontrolling interests	(1,606		)	4,955			24,321			—		(1,673		)	—
Comprehensive income (loss) attributable to Station Casinos LLC members / Station Casinos, Inc. stockholders / Green Valley Ranch Gaming, LLC members	$	7,800		$	(45,247	)	$	3,333,159		$	626,364	$	(562,804	)	$	(85,532	)

(a) Amounts for Station Casinos, Inc. are net of tax

The accompanying notes are an integral part of these consolidated financial statements.

62

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 members’equity (deficit)		Noncontrollinginterest		Total members’equity (deficit)		Total stockholders’ (deficit) equity			Noncontrollinginterest			Total Station Casinos Inc. stockholder’s (deficit) equity			Members’(deficit) equity
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
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		—			—			—			—

63

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		Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Accumulateddeficit			Total Station Casinos LLC members’equity (deficit)			Noncontrollinginterest			Total members’equity (deficit)			Total stockholders’ (deficit) equity		Noncontrollinginterest		Total Station Casinos Inc. stockholder’s (deficit) equity		Members’(deficit) equity
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			—		—		—		—
Unrealized losses on interest rate swaps	—		—		—			(5,731		)	—			(5,731		)	—			(5,731		)	—		—		—		—
Unrealized gain on available-for-sale securities	—		—		—			213			—			213			—			213			—		—		—		—
Share-based compensation	—		—		2,628			—			—			2,628			47			2,675			—		—		—		—
Capital contributions	—		—		—			—			—			—			8,616			8,616			—		—		—		—
Acquisition of Fertitta Interactive	—		—		—			—			5,605			5,605			6,475			12,080			—		—		—		—
Deemed distribution	—		—		(12,638		)	—			—			(12,638		)	—			(12,638		)	—		—		—		—
Distributions	—		—		(8,805		)	—			(435		)	(9,240		)	(11,302		)	(20,542		)	—		—		—		—
Net income (loss)	—		—		—			—			13,318			13,318			(1,606		)	11,712			—		—		—		—
Balances, December 31, 2012	$	—	$	—	$	826,109		$	(25,672	)	$	(6,605	)	$	793,832		$	45,029		$	838,861		$	—	$	—	$	—	$	—

The accompanying notes are an integral part of these consolidated financial statements.

64

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

	Successor						Predecessors
	Station Casinos LLC						StationCasinos, Inc.			Green ValleyRanchGaming, LLC			StationCasinos, Inc.			Green ValleyRanchGaming, LLC
	Year EndedDecember 31, 2012			Period FromJune 17, 2011ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011						Year EndedDecember 31, 2010
Cash flows from operating activities:
Net income (loss)	$	11,712		$	(20,138	)	$	3,357,474		$	626,364		$	(565,442	)	$	(91,640	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	132,170			67,023			61,162			9,512			153,316			21,613
Change in fair value of derivative instruments	921			—			(397		)	—			42			50,550
Provision for doubtful accounts	1,605			405			1,547			149			1,352			245
Write downs and other charges, net	471			3,246			3,349			104			9,460			120
Impairment of goodwill	—			—			—			—			60,386			—
Impairment of other assets	12,973			2,100			—			—			201,634			—
Amortization of debt discount and debt issuance costs	70,260			39,345			196			327			1,955			1,207
Interest—paid in kind	4,106			2,138			—			—			—			—
Share-based compensation expense	2,665			—			6,224			—			13,381			—
(Earnings) losses from joint ventures	(1,773		)	1,533			16,397			—			315,204			—
Distributions from joint ventures	1,847			—			—			—			—			—
Gain on dissolution of joint venture	—			—			(250		)	—			(124,193		)	—
Gain on Native American development	(102,816		)	—			—			—			—			—
Loss (gain) on extinguishment of debt	51,796			(1,183		)	—			—			—			—
Reorganization items, net	—			—			(3,259,995		)	(634,999		)	82,748			—
Changes in assets and liabilities:
Restricted cash	25			34,133			(10,956		)	1,600			(118,974		)	5
Receivables, net	(2,908		)	(3,690		)	12,781			(185		)	24,420			(78		)
Inventories and prepaid expenses	3,593			(6,327		)	13,372			1,118			4,523			(950		)
Deferred income tax	—			—			(114,978		)	—			(17,262		)	—
Accounts payable	4,241			(21,972		)	23,021			1,562			(4,645		)	747
Accrued interest payable	5,058			2,788			6,469			11,969			21,348			44,311
Accrued expenses and other current liabilities	8,864			(35,328		)	18,420			(8,308		)	698			2,398
Due to Station Casinos, Inc.	—			—			—			3,716			—			2,244
Other, net	1,814			412			32,715			133			18,291			(500		)
Net cash provided by operating activities before reorganization items	206,624			64,485			166,551			13,062			78,242			30,272
Net cash used for reorganization items	—			—			(2,571,267		)	(325,539		)	(82,808		)	—

65

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(amounts in thousands)

	Successor				Predecessors
	Station Casinos LLC				StationCasinos, Inc.		Green ValleyRanchGaming, LLC		StationCasinos, Inc.		Green ValleyRanchGaming, LLC
	Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Period FromJanuary 1, 2011ThroughJune 16, 2011				Year EndedDecember 31, 2010
Cash flows from operating activities:
Net cash provided by (used in) operating activities	206,624		64,485		(2,404,716	)	(312,477	)	(4,566	)	30,272
Cash flows from investing activities:
Capital expenditures, net of related payables	(61,977	)	(26,925	)	(15,098	)	(1,418	)	(34,755	)	(2,554	)
Proceeds from sale of property and equipment	908		245		200		—		871		—
Acquisition of Fertitta Interactive	(7,741	)	—		—		—		—		—
Investments in joint ventures	—		—		—		—		(3,509	)	—
Distributions in excess of earnings from joint ventures	492		882		2,042		—		6,112		—
Proceeds from repayment of Native American development costs	195,779		32,305		—		—		42,806		—
Native American development costs	(19,882	)	(4,873	)	(2,231	)	—		(16,007	)	—
Other, net	(6,107	)	(2,473	)	(3,554	)	—		(10,487	)	1,281
Net cash provided by (used in) investing activities	101,472		(839	)	(18,641	)	(1,418	)	(14,969	)	(1,273	)
Cash flows from financing activities:
Borrowings under Successor credit agreements with original maturity dates greater than three months	671,687		—		2,095,704		310,000		—		—
Borrowings (payments) under Successor credit agreements with original maturities of three months or less, net	(11,200	)	16,200		—		—		—		—
Payments under Successor credit agreements with original maturities greater than three months	(880,611	)	(85,849	)	—		—		—		—
Borrowings under STN Term Loan with original maturities greater than three months	—		—		—		—		2,870		—
Payments under STN Term Loan with original maturities greater than three months	—		—		(625	)	—		(2,500	)	—
Cash paid for early extinguishment of debt	(9,882	)	—		—		—		—		—
Distributions to members and noncontrolling interests	(20,542	)	(5,763	)	—		—		—		—
Deemed distribution	(12,638	)	—		—		—		—		—
Debt issuance costs	(16,421	)	(467	)	(1,619	)	(19,070	)	—		—
Payments on other debt	(1,887	)	(5,460	)	(886	)	—		(673	)	(156	)
Proceeds from issuance of voting and non-voting units	—		—		279,000		—		—		—
Capital contributions from noncontrolling interests	8,616		—		—		—		—		—
Net cash (used in) provided by financing activities	(272,878	)	(81,339	)	2,371,574		290,930		(303	)	(156	)

66

STATION CASINOS LLC

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(amounts in thousands)

	Successor					Predecessors
	Station Casinos LLC					StationCasinos, Inc.			Green ValleyRanchGaming, LLC			StationCasinos, Inc.			Green ValleyRanchGaming, LLC
	Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011			Period FromJanuary 1, 2011ThroughJune 16, 2011						Year EndedDecember 31, 2010
Cash flows from operating activities:
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	35,218		(17,693		)	(51,783		)	(22,965		)	(19,838		)	28,843
Balance, beginning of period	93,662		111,355			163,138			40,162			182,976			11,319
Balance, end of period	$	128,880	$	93,662		$	111,355		$	17,197		$	163,138		$	40,162
Supplemental cash flow disclosures:
Cash paid for interest, net of $3,721, $2,155, $2,939, $0, $10,078 and $0 capitalized, respectively	$	108,875	$	51,847		$	35,595		$	8,286		$	77,016		$	3,125
Non-cash investing and financing activities:
Change in property and equipment included in accrued expenses and other current liabilities	$	22,283	$	—		$	—		$	—		$	—		$	—
Equity issued to noncontrolling interests in Fertitta Interactive in settlement of notes payable	$	8,148	$	—		$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these consolidated financial statements.

67

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization and Background

Station Casinos LLC, a Nevada limited liability company (the “Company,” “Station,” or “Successor”), is a premier gaming and entertainment company that owns and operates nine major hotel/casino properties and seven 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”.

Background

On June 17, 2011, 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 was initially owned by Robert A. Cashell Jr., Stephen J. Greathouse and an entity owned by Frank J. Fertitta III, Station’s Chief Executive Officer 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 was initially owned by German American Capital Corporation, JPMorgan Chase Bank, N.A. (“JPM”), FI Station Investor LLC, a 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 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 Company’s equityholders agreement. See Note 14 for additional information.

On June 17, 2011, Station and its subsidiaries entered into various new or amended credit agreements as further described in Note 11.

68

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 Propco Assets, the Opco Assets, Green Valley Ranch and Wild Wild West (the “Management Agreements”).

The transactions that occurred on June 17, 2011 are collectively referred to herein as the “Restructuring Transactions.”

2.          Basis of Presentation and Summary of Significant Accounting Policies

On June 17, 2011, 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 fair value by allocating the entity’s enterprise value to its asset and liabilities as of June 17, 2011. 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 June 17, 2011 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. STN and GVR Predecessor adopted ASC Topic 852 on July 28, 2009 and April 12, 2011, respectively.

Certain amounts in the consolidated financial statements for the previous periods have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net income.

Acquisition of Fertitta Interactive

In order to capitalize on the emerging online gaming market, on November 16, 2012, the Company acquired a 50.1% ownership interest in Fertitta Interactive LLC (“Fertitta Interactive”) for $20.7 million in cash (the “FI Transaction”). Fertitta Interactive operates Ultimate Gaming, which was formed in 2011 with the purchase of Cyber-Arts, an Oakland, California based company, which has developed a proprietary real money and social gaming platform. Fertitta Interactive expects to launch its real money online poker platform in Nevada in 2013 under the Ultimate Gaming brand.

Prior to the acquisition, Fertitta Interactive was controlled by Frank J. Fertitta III and Lorenzo J. Fertitta. Effective April 30, 2012, Frank J. Fertitta III and Lorenzo J. Fertitta became the controlling members of the Company (see Note 14 for additional information). Because the Company and Fertitta Interactive were under common control at November 16, 2012, the acquisition was accounted for at historical cost in a manner similar to a pooling of interests, and the excess of the purchase price over the historical cost of the net assets acquired as of the acquisition date was treated as a deemed distribution for accounting purposes.

The acquisition of Fertitta Interactive represented a change in reporting entity for accounting purposes and as a result, the Company was required to revise its historical financial statements to include the financial results of Fertitta Interactive for all periods subsequent to April 30, 2012, the date at which common control of the Company and Fertitta Interactive commenced. Accordingly, as of April 30, 2012 the Company recognized acquired assets with a carrying value of $20.2 million, primarily representing goodwill and intangible assets, and assumed liabilities of $8.1 million. The Company’s Consolidated Statement of Operations for the year ended December 31, 2012 includes Fertitta Interactive’s revenues and net loss of $0.2 million and $13.5 million, respectively, for the period April 30, 2012 through December 31, 2012. The Company’s Consolidated Balance Sheet at December 31, 2012 includes Fertitta Interactive’s total assets of $18.1 million.

69

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Principles of Consolidation

The amounts shown in the accompanying consolidated financial statements of the Company include the accounts of the Company and its controlled subsidiaries, including Fertitta Interactive (for periods subsequent to April 30, 2012), and MPM Enterprises, LLC (“MPM”), which is 50% owned 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.

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 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 MPM’s obligations. MPM’s assets that are reflected in the Company’s Consolidated Balance Sheets at December 31, 2012 and 2011 include intangible assets of $52.3 million and $62.5 million, respectively, and receivables of $2.7 million and $2.9 million, respectively.

The amounts shown in the accompanying consolidated financial statements for STN Predecessor for the periods prior to June 17, 2011 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 members’ equity attributable to noncontrolling interests is presented separately on the consolidated balance sheets. All significant intercompany accounts and transactions have been eliminated.

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 consolidated 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 June 17, 2011 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.

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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.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, restricted cash, receivables and accounts payable approximates fair value primarily because of the short maturities of these instruments. See Note 13 for information about the fair value of the Company’s long-term debt.

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. Cash equivalents are carried at cost which approximates fair value.

Restricted Cash

Restricted cash as of December 31, 2012 and 2011 primarily represents remaining escrow account balances related to restructuring liabilities.

Receivables, Net and Credit Risk

Receivables, net consist primarily of casino, hotel, ATM, cash advance, retail and other receivables, which are typically non-interest bearing. Credit is issued in the form of “markers” to approved casino customers following investigations of creditworthiness. 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. As of December 31, 2012 and December 31, 2011, the allowance for doubtful accounts was $2.0 million and $0.4 million, respectively. Upon adoption of fresh-start reporting on June 17, 2011, the carrying values of the Company’s receivables were reduced to their estimated net realizable values. Management believes there are no significant concentrations of credit risk.

Inventories

Inventories primarily represent food and beverage items and retail merchandise which are stated at the lower of cost or market. Cost is determined on a weighted-average basis.

Property and Equipment

Property and equipment is initially recorded at cost, other than fresh—start adjustments that were 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 has 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). Assets recorded under capital leases are included in property and equipment, and amortization of assets recorded under capital leases is included in depreciation expense and accumulated depreciation.

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.

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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 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. The assets are typically transferred to the Tribe when the Tribe secures third-party financing, or the gaming facility is completed. Upon transfer of the assets to the Tribe, a long term receivable is recognized in an amount equal to any remaining carrying value that has not yet been recovered from the Tribe.

In accordance with the accounting guidance for capitalization of interest costs, the Company capitalizes interest on Native American development projects when 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 costs 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.  In accordance with the cost recovery method, recognition of the return is deferred until the assets are transferred to the Tribe, the carrying value of the assets has been fully recovered and the return has been collected. 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 its 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 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 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
Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Period From January 1, 2011Through June 16, 2011				Year Ended December 31, 2010
$	3,721	$	2,155	$	2,939	$	—	$	10,078	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill and Other Intangible Assets

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. 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.

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.

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.

See Note 5 for a discussion of impairment charges recognized by STN Predecessor for the year ended December 31, 2010 related to its goodwill and intangible assets.

Indefinite-Lived Intangible Assets

The Company’s indefinite-lived intangible assets primarily represent 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.

Finite-Lived Intangible Assets

The Company’s finite-lived intangible assets primarily represent assets related to its customer relationships, management contracts and core technology, 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 Company’s customer relationship intangible asset primarily 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 customer visits 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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, 2012 and 2011, the consolidated financial statements reflect all adjustments required under the guidance for accounting for the impairment or disposal of long-lived assets. See Notes 4, 6, 7 and 17 for information about impairment charges related to property and equipment, land held for development and other long-lived assets recognized during the years ended December 31, 2012 and 2011.

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.

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
Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Period From January 1, 2011Through June 16, 2011				Year Ended December 31, 2010
$	19,523	$	12,210	$	8,784	$	1,325	$	13,732	$	2,140

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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’s preopening expense was $0.2 million and $0.6 million, respectively, for the year ended December 31, 2012 and the period from June 17, 2011 through December 31, 2011. STN Predecessor’s preopening expense was $1.2 million and $3.6 million, respectively, for the period from January 1, 2011 through June 16, 2011 and the year ended December 31, 2010. Preopening expense is included in the development and preopening line in the Consolidated Statements of Operations.

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 are intended to hedge the Company’s exposure to variability in expected future cash flows related to interest payments, and portions of such instruments qualify for and are designated in cash flow hedging relationships. A portion of one of the Company’s interest rate swaps is not designated. This hedge is not speculative, but does not meet the hedge accounting requirements. See Note 12 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, with liabilities recognized for funds deposited by customers before gaming play occurs (“front money”) and for chips in the customers’ possession (“outstanding chip liability”). Food and beverage, hotel, and other operating revenues are recognized as the service is provided. Other operating revenue includes rental income which is recognized over the lease term and contingent rental income which is recognized when the right to receive such rental income is established according to the lease agreements. 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.

Casino revenues are recognized net of certain incentives provided to customers, including discounts and the estimated value of points earned under the Company’s Boarding Pass player rewards program (the “Program”). At the time complimentary goods and services are provided, the retail value is recorded as revenue with a corresponding offsetting amount included in promotional allowances. Gross casino revenue excludes free play and the estimated value of points expected to be redeemed for cash.

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STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The estimated departmental costs of providing complimentary goods and services 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
	Year Ended  December 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
Food and beverage	$	85,921	$	40,492	$		32,368	$	6,250	$	62,764	$	13,070
Room	8,571		5,099		2,976			988		6,735		2,172
Other	2,910		1,853		800			355		1,957		673
Total	$	97,402	$	47,444	$	36,144		$	7,593	$	71,456	$	15,915

Customer Loyalty Program

The Boarding Pass player rewards 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 value of outstanding points under the Program that management believes will ultimately be redeemed. At December 31, 2012 and 2011, $12.1 million and $9.0 million, respectively, were accrued for the anticipated Program point redemption value, which are included in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets. The estimated value of points expected to be redeemed for cash and complimentary slot play under the Program reduces gross casino revenues. The estimated cost of the outstanding points under the Program is calculated based on the total number of points earned, 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.

Slot Machine Jackpots

The Company does not accrue base jackpots if payment of the jackpot can be avoided. A jackpot liability is accrued with a related reduction in casino revenue when the Company is legally obligated to pay the jackpot, such as the incremental amount in excess of the base jackpot on a progressive game.

Share-Based Compensation

Share-based compensation is accounted for in accordance with ASC Topic 718, Compensation-Stock Compensation, which requires share-based compensation expense to be measured at the grant date based on the fair value of the award and recognized over the requisite service period. The Company uses the straight-line method to recognize compensation expense for share-based awards with graded vesting. See Note 15 for additional information about share-based compensation.

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Comprehensive Income

Comprehensive income includes net income (loss) and all other non-member changes in equity, or other comprehensive income. Components of the Company’s comprehensive income are reported in the accompanying Consolidated Statements of Comprehensive Income (Loss) and Consolidated Statements of Members’ Equity, and accumulated other comprehensive income (loss) is included in Members’ Equity in the accompanying Consolidated Balance Sheets. Components of the Company’s other comprehensive income (loss) include unrealized losses on interest rate swaps and unrealized gain (loss) on available-for-sale securities.

Operating Segments

The accounting guidance for disclosures about segments of an enterprise and related information requires separate financial information to 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 all are directed by a centralized management structure.

Income Taxes

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 consolidated financial statements.

Gaming Taxes

The Company is assessed taxes based on gross gaming revenue, subject to applicable jurisdictional adjustments. Gaming taxes are included in casino expense in the accompanying Consolidated Statements of Operations.

Gaming tax 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
Year EndedDecember 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
$	60,739	$	34,054	$	23,505	$	3,907	$	50,074	$	7,668

Recently Issued Accounting Standards

In July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment , (“ASU 2012-02”). ASU 2012-02 amends the guidance in Accounting Standards Codification 350-302 on testing indefinite-lived intangible assets, other than goodwill, for impairment by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. If the entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is not more likely than not (i.e., a likelihood of more than 50 percent) impaired, the entity would not need to calculate the fair value of the asset. In addition, ASU 2012-02 does not amend the requirement to test these assets for impairment between annual tests if there is a change in events or circumstances; however, it does revise the examples of events and circumstances that an entity should consider in interim periods. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption being permitted. The adoption of this standard will not have a material effect on the Company’s financial position or results of operations.

In August 2012, the FASB issued Accounting Standards Update 2012-03, Technical Amendments and Corrections to SEC Sections—Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 ,  ( “ASU 2012-03”).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

ASU 2012-03 amends various SEC paragraphs: (a) pursuant to the issuance of Staff Accounting Bulletin No. 114; (b) pursuant to the issuance of the SEC’s Final Rule, “Technical Amendments to Commission Rules and Forms Related to the FASB’s Accounting Standards Codification,” Release Nos. 33-9250, 34-65052, and IC-29748 August 8, 2011; and (c) related to ASU 2010-22, Accounting for Various Topics. The Company adopted ASU 2012-03 on the issuance date, and the adoption did not have a material effect on the Company’s financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update (“ASU”) 2012-04, Technical Corrections and Improvements , (“ASU 2012-04”). ASU 2012-04 clarifies the FASB Accounting Standards Codification (the “Codification”) or corrects unintended application of guidance and includes amendments identifying when the use of fair value should be linked to the definition of fair value in Topic 820,  Fair Value Measurement . Amendments to the Codification without transition guidance are effective upon issuance. Amendments subject to transition guidance will be effective for fiscal periods beginning after December 15, 2012. The Company adopted the amendments without transition guidance on the issuance date, and the adoption did not have a material effect on the Company’s financial position or results of operations. The Company will adopt the amendments with transition guidance on January 1, 2013, and the adoption is not expected to have a material effect on the Company’s financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income — Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . This amendment requires an entity to provide information about the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income by component. If the amount being reclassified is required to be reclassified in its entirety to net income, an entity must disclose, either on the face of the statement of net income or in the notes, the line item locations of significant amounts reclassified out of accumulated other comprehensive income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts, such as when a portion of an amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of to income or expense in the same reporting period. The new guidance is effective prospectively for reporting periods beginning after December 15, 2012, and early adoption is permitted. The Company will adopt this guidance in the first quarter of 2013, and does not expect the adoption to have a material impact on its financial position or results of operations.

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, the Company has not yet determined the effect, if any, that the implementation of such proposed accounting guidance would have on its consolidated financial statements.

3.         Fresh-Start Reporting

The Company adopted fresh-start reporting on June 17, 2011 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 June 17, 2011 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			Fresh-StartReporting			Station Casinos LLC
	June 17, 2011						Plan (a)			Adjustments (b)			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		)	—
Interest rate swaps and 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

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(a)Represents amounts recorded as of June 17, 2011 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.

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 From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	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			—			—
Adjustment of swap carrying values to expected amounts of allowed claims	—			—			(2,607		)	—
Professional fees and expenses and other	(16,567		)	(25,620		)	(80,141		)	—
Total net reorganization items and fresh-start reporting adjustments	$	3,259,995		$	634,999		$	(82,748	)	$	—

4.        Property and Equipment

Property and equipment consists of the following (amounts in thousands):

	Estimated useful life	December 31,
	(years)	2012			2011
Land	—	$	204,902		$	205,241
Buildings and improvements	10-45	1,892,421			1,884,742
Furniture, fixtures and equipment	3-7	275,411			207,765
Construction in progress	—	14,525			7,963
		2,387,259			2,305,711
Accumulated depreciation and amortization		(174,796		)	(59,646		)
Property and equipment, net		$	2,212,463		$	2,246,065

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
Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Period From January 1, 2011Through June 16, 2011				Year Ended December 31, 2010
$	115,745	$	59,775	$	59,564	$	9,512	$	137,086	$	21,613

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At December 31, 2012 and 2011, substantially all of the Company’s property and equipment was pledged as collateral for its long-term debt.

Impairment Losses

In 2010, STN Predecessor 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 its 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. 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.

5.        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 was not attributable to specific tangible or identified intangible assets. The changes in the carrying amount of goodwill for the year ended December 31, 2012, the Successor period from June 17, 2011 through December 31, 2011, and the Predecessor period from January 1, 2011 through June 16, 2011 are as follows (amounts in thousands):

	Successor				Predecessor
	Station Casinos LLC				Station Casinos, Inc.
	Year EndedDecember 31, 2012		Period From June 17, 2011 ThroughDecember 31, 2011		Period FromJanuary 1, 2011ThroughJune 16, 2011
Balance at beginning of the period:
Goodwill	$	195,132	$	195,132	$	2,986,993
Accumulated impairment losses	—		—		(2,862,680		)
Goodwill, net of accumulated impairment losses	195,132		195,132		124,313
Changes in carrying amount during the period:
Goodwill of acquired business	5,562		—		—
Elimination of Predecessors’ goodwill in fresh-start reporting	—		—		(124,313		)
	5,562		—		(124,313		)
Balance at end of the period:
Goodwill	200,694		195,132		—
Accumulated impairment losses	—		—		—
Goodwill, net of accumulated impairment losses	$	200,694	$	195,132	$	—

Goodwill of acquired business represents goodwill of Fertitta Interactive, which was acquired during the year ended December 31, 2012. The goodwill of STN was eliminated in accordance with the accounting guidance for fresh—start reporting during the period from January 1, 2011 through June 16, 2011.

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The Company’s intangible assets, net as of December 31, 2012 and December 31, 2011 consist of the following (amounts in thousands):

	December 31, 2012
	Estimated life (years)	Gross Carrying Amount		Accumulated Amortization			NetCarryingAmount
Brands	Indefinite	$	77,200	$	—		$	77,200
License rights	Indefinite	345		—			345
Customer relationships	5-15	23,200		(2,434		)	20,766
Management contracts	7-20	115,000		(15,856		)	99,144
Beneficial leases	2-10	3,990		(1,124		)	2,866
Other	1-5	14,034		(5,679		)	8,355
		$	233,769	$	(25,093	)	$	208,676

	December 31, 2011
	Estimated life (years)	Gross Carrying Amount		Accumulated Amortization			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

Other intangible assets at December 31, 2012 includes intangible assets of Fertitta Interactive with a net carrying amount of $7.7 million primarily representing core technology for its online gaming platform. During the year ended December 31, 2012, an impairment charge of $2.9 million was recognized to write off a customer relationship intangible asset related to Fertitta Interactive.

Aggregate amortization expense for those assets that are amortized under the provisions of ASC Topic 350, Intangibles—Goodwill and Other  was as follows (amounts in thousands):

	Successor				Predecessors
	Station Casinos LLC				Station Casinos, Inc.
	Year Ended December 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
Aggregate amortization expense	$	16,425	$	7,248	$	1,599	$	16,006

Estimated annual amortization expense for intangible assets for the years ended December 31, 2013, 2014, 2015, 2016, and 2017 is anticipated to be approximately $17.0 million, $21.7 million, $18.8 million, $18.5 million, and $18.3 million respectively.

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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.

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.

6.Land Held for Development

As of December 31, 2012, the Company had $220.1 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, 176 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) 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.

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.

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Impairment Loss

During the year ended December 31, 2012, the the Company prepared a business enterprise valuation for the purpose of estimating the fair value of share-based compensation awards granted during the year. During the valuation process, the Company became aware that the appraised values of certain parcels of its land held for development were less than their carrying values. As a result, the Company tested its land held for development, including buildings and improvements on such land, for impairment and recorded an impairment loss of approximately $10.1 million to write down the carrying values of certain parcels totaling $120.4 million to their fair values totaling $110.3 million. Prior to the preparation of the business enterprise valuation, no indicators of impairment existed for any of the Company’s assets. The Company uses traditional real estate valuation techniques to estimate the fair value of its land held for development, primarily the sales comparison approach, which is based on inputs classified as Level 2 under ASC Topic 820.

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 disposed of this land in the second quarter of 2012.

During 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 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.

7.Investments in Joint Ventures

The Company has four 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 one of the equity method investments has been reduced below zero, resulting in a deficit investment balance, because the Company is committed to provide further financial support for the investee.

Successor

The Company holds 50% equity investments in each of Barley’s Casino & Brewing Company (“Barley’s”), The Greens Gaming and Dining (“The Greens”) and Wildfire Lanes and Casino (“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 on the Company’s Consolidated Statements of Operations.

Predecessor

In addition to the equity investments noted above, Predecessor had 50% investments in Green Valley Ranch Gaming, LLC and Aliante Gaming, LLC, and a small equity investment in a joint venture that owned the Palms Casino Resort in Las Vegas, Nevada.

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The following table identifies Predecessor’s total equity earnings (loss) from joint ventures (amounts in thousands):

	Predecessor
	Station Casinos, Inc.
	Period From January 1, 2011 Through June 16, 2011			Year EndedDecember 31, 2010
Operating loss from joint ventures	$	(945	)	$	(248,495	)
Interest and other expense from joint ventures	(15,452		)	(66,709		)
Net loss from joint ventures	$	(16,397	)	$	(315,204	)

For the Predecessor Period, interest and other expense from joint ventures includes 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.

The following table summarizes the results of operations for Predecessor’s joint ventures (amounts in thousands):

	Predecessor
	Station Casinos, Inc.
	Period From January 1, 2011 Through June 16, 2011			Year EndedDecember 31, 2010
Net revenues	$	194,554		$	411,861
Operating costs and expenses	177,685			935,529
Operating income	16,869			(523,668		)
Interest and other expense, net	(70,858		)	(174,934		)
Net loss	$	(53,989	)	$	(698,602	)

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 year ended December 31, 2010 operating losses from joint ventures includes charges of $233.3 million related to recognizing STN’s 50% share of impairment charges recorded by Aliante Station in 2010. 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.

8.Native American Development

Following is information about the Company’s Native American development projects, including historical information about the development activities of STN prior to June 17, 2011.

The Federated Indians of Graton Rancheria

On April 22, 2003, STN entered into development and management agreements with the Federated Indians of Graton Rancheria (“FIGR”), a federally recognized Native American tribe. Pursuant to those agreements, the Company is assisting the FIGR in developing a gaming and entertainment project located in Sonoma County, California, and will assist the FIGR in operating the project upon completion. The FIGR selected STN to assist in designing, developing and financing its project, and upon opening, the Company will manage the facility on behalf of the FIGR. The project is expected to have a total of approximately 320,000 square feet of space, of which approximately 150,000 square feet will be casino, and the remainder of which will be non–casino space, which will include multiple bars, a food court and various dining options. Construction of the casino commenced in June 2012 and the Company expects that the project will commence operations in the fourth quarter of 2013. There can be no assurance, however, that the project will be constructed and opened within this time frame.

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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.

Under the terms of the development agreement, the Company assisted the FIGR in obtaining third–party financing totaling $850 million for the project, which closed on August 22, 2012. The Company and STN had advanced $172.3 million to the FIGR through August 22, 2012 for the development of the project, including, but not limited to, real estate acquisition costs, monthly payments to the FIGR, professional fees, consulting services, mitigation costs and design and pre-construction services fees. On August 22, 2012, the Company received a partial repayment of $194.2 million from the FIGR and recognized a gain of $102.8 million representing the difference between the carrying value of the project and the payment received. The gain resulted from the adjustment of the carrying value of the project to fair value upon the Company’s adoption of fresh-start reporting at June 17, 2011, and the Company’s deferral of its return on the advances until the carrying value had been recovered. The Company has no ongoing contractual obligation related to the amount collected, and the amount collected is nonrefundable. At December 31, 2012, remaining outstanding advances total $57.3 million, which will be recognized in income as collected. Effective August 22, 2012, the advances bear interest at the rate of 11.625%. Interest is payable in-kind during the construction period and will be payable in cash beginning in the first full quarter after the project opens. The Company expects that the remaining advances and accrued interest will be repaid from operations of the project. Such repayment is subordinate to the terms of the FIGR’s third–party financing. 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 subordinate to the obligations of the FIGR under its third–party financing. 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 May 2008, the DOI determined that approximately 254 acres of land (the “FIGR Site”) just west of the Rohnert Park city limits in Sonoma County, California which had been acquired for the project would be taken into trust. The FIGR Site, which is approximately one–quarter mile from Highway 101 and approximately 43 miles from downtown San Francisco, is easily accessible via Wilfred Avenue and Business Park Drive, and will have multiple points of ingress and egress. Station owns an additional 34 acres adjacent to the project site, which are being held for future development by the Company.

On May 7, 2008, the DOI published in the Federal Register a Notice of Final Agency Determination (the “Determination”) to take the site 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 (the “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 FIGR 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.

On October 1, 2010, the Bureau of Indian Affairs of the U.S. Department of the Interior (the “BIA”) accepted the FIGR Site 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.

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The FIGR and the Company always contemplated the 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. In order to conduct Class III gaming, the FIGR was required to enter into a compact signed by the Governor of California, ratified by the California legislature and approved by the Secretary of the Interior (the “Secretary”) and receive approval from the NIGC of a modification to the existing management agreement permitting Class III, or casino-style, gaming.

Representatives of the FIGR and the Governor negotiated a Class III gaming compact (the “FIGR Compact”) and the Governor executed the Compact on March 27, 2012. The FIGR Compact provides for the FIGR to operate up to 3,000 slot machines at the proposed project in return for sharing up to 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 FIGR Compact, was introduced in the California legislature on April 19, 2012. 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 Compact was submitted to the DOI for consideration by the Secretary on May 21, 2012. The FIGR Compact was deemed approved by the Secretary and became effective when it was published in the Federal Register on July 11, 2012. On August 1, 2012, the Chairwoman of the NIGC approved the Amended and Restated Gaming Management Agreement between the FIGR and Station, thereby permitting the Company to manage all Class II and Class III gaming to be operated at the facility.

On May 21, 2012, certain plaintiffs filed a lawsuit in Sonoma County Superior Court to invalidate the FIGR Compact and the legislative acts of the California Legislature ratifying the FIGR Compact under Assembly Bill 517, codified at CA Government Code § 12012.56, and to enjoin Governor Jerry Brown from fulfilling the State’s obligations under the FIGR Compact.  The lawsuit does not name the FIGR or the Company as a defendant and does not seek any direct relief against any of them.  The plaintiffs subsequently filed an amended complaint on July 31, 2012, adding a second cause of action in which they contested the validity of the mitigation agreement between the FIGR and the City of Rohnert Park (the “City”), thereby alleging a violation of the FIGR Compact. In this action, plaintiffs argue that the reservation is not Indian lands within the meaning of State or federal law because the State has not ceded its sovereignty over the FIGR Site and that therefore the State is prohibited from entering into the FIGR Compact without violating the California Constitution.  On June 14, 2012, the Sonoma County Superior Court (the “Court”) rejected plaintiffs’ request for a temporary restraining order that would have prevented implementation of the FIGR Compact.  The Court also summarily decided that the facts presented by the plaintiffs did not warrant further briefing or consideration in the context of a preliminary injunction proceeding and it did not see an avenue for the plaintiffs to pursue the case in State court.  The plaintiff’s amended complaint is pending before the Sonoma County Superior Court.  Under the FIGR Compact, the FIGR was required to execute agreements with the City and Sonoma County (the “County”) providing for, among other things, the timely mitigation of effects that the construction of the casino may have on the environment and local infrastructure.  The plaintiffs allege that the agreement between the FIGR and the City is invalid and that the FIGR, consequently, is in breach of the FIGR Compact.  On October 10, 2012, the Court ruled in favor of the State’s challenge to the legal sufficiency of plaintiff’s second amended complaint, allowing plaintiffs to amend their complaint to join the Secretary of the Interior and the Chairwoman of the National Indian Gaming Commission as compulsory parties to the lawsuit. On February 1, 2013, the Secretary of the Interior and the Chairwoman of the NIGC made a special appearance to contest the court’s jurisdiction based on the sovereign immunity of the United States. While the Company believes these claims are without merit, it cannot predict the outcome of the current case.  Additionally, there can be no assurance that the plaintiffs will not bring future claims or appeal the decision of the Superior Court.

On October 23, 2012, an Intergovernmental Mitigation Agreement, entered into by the FIGR and the County, became effective (the “County Agreement”). Under the County Agreement, the FIGR, through the Graton Mitigation Fund established under the FIGR Compact, will make payments to the County to mitigate potential impacts of its project, including payments for police and fire protection services, water conservation, transportation infrastructure improvements, health and human services, and parks and open space. In addition, on July 23, 2012, the City and the FIGR entered into a Joint Exercise of Powers Agreement for Wastewater Services pursuant to which the City will provide wastewater services to the FIGR’s reservation, including the project. Also, on September 25, 2012, an agreement between the FIGR, the City and the County entitled the Joint Exercise of Powers Agreement for Implementation of Mitigation Measures for Widening Wilfred Avenue, became effective (the “Wilfred Avenue JEPA”). Under the Wilfred Avenue JEPA, the FIGR has agreed to pay the full cost of improvements to Wilfred Avenue and Business Park Drive. On October 30, 2012, the Coalition filed a lawsuit against the City and the FIGR, in Sonoma County Superior Court, under the California Environmental Quality Act (“CEQA”), challenging the City’s approval of the Wilfred Avenue JEPA. Although it served the City with the petition, the Coalition has not served the County or the FIGR with the petition.

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Consequently, although the City has participated in the CEQA-required proceedings to date, the FIGR and the County have not appeared in the proceedings.  The City participated in a mandatory CEQA settlement conference with the Coalition on December 20, 2012.  No settlement was reached. The Coalition was informed that no settlement could be reached without the FIGR’s participation in the matter.  Nonetheless, the Coalition has not served the FIGR or the County. We understand that the City filed and lodged the administrative record on January 16, 2013 and that the City Attorney’s office is preparing its responsive pleadings.  The Coalition has thirty (30) days from the certification and filing of the administrative record to file its Statement of Issues to be raised in its briefing.

The following table outlines the Company’s evaluation at December 31, 2012 of each of the critical milestones necessary to complete the FIGR project. Both positive and negative evidence was considered in the evaluation.

	As of December 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	The FIGR 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	The FIGR Compact was deemed approved by the DOI and became effective when published in the Federal Register on July 11, 2012.
DOI accepting usable land into trust on behalf of the tribe	Yes
Date	October 1, 2010
Approval of management agreement by NIGC	Yes; Class II and Class III gaming management agreement has been approved by the NIGC.
Date	October 1, 2010; August 1, 2012 (for Amended and Restated Gaming Management Agreement)
Gaming licenses:
Type	Class II and Class III
Number of gaming devices allowed	The FIGR 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 entered into a Memorandum of Understanding with the City 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 FIGR Compact.
Date of city agreement	October 14, 2003
County and other agreements	On October 23, 2012, the County Agreement became effective. Under the County Agreement, the FIGR, through the Graton Mitigation Fund established under the FIGR Compact, will make payments to the County to mitigate potential impacts of its project, including payments for police and fire protection services, water conservation, transportation infrastructure improvements, health and human services, and parks and open space. Most mitigation payments will be included in the 15% of net proceeds payable under the FIGR Compact. In addition, on July 23, 2012, the City and the FIGR entered into a Joint Exercise of Powers Agreement for Wastewater Services pursuant to which the City will provide wastewater services to the FIGR’s reservation, including the project. Also, on September 25, 2012, the Wilfred Avenue JEPA became effective. Under the Wilfred Avenue JEPA, the FIGR agreed to pay the full cost of improvements to Wilfred Avenue and Business Park Drive.

The Company has evaluated the likelihood that the FIGR project will be successfully completed and opened, and has concluded that at December 31, 2012, the likelihood of successful completion is in the range of 95% 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.

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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 such changes will not be material. In addition, there can be no assurance that the Company will collect the remaining balance due on its advances for 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 (the “North Fork Site”).

As currently contemplated, the project is expected to include approximately 2,000 slot machines, approximately 40 table games, and several restaurants. Development of the gaming and entertainment project is subject to certain governmental and regulatory approvals, including, but not limited to, ratification by the California legislature of a Class III gaming compact with the State of California 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 these 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 commencement of project construction, and for certain contributions, the opening of the project. The Mono 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 (the “2008 Compact”) permitting casino-style gaming. The 2008 Compact was never ratified by the California legislature.

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. On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the North Fork Site would be in the best interest of the Mono and would not be detrimental to the surrounding community.  On August 31, 2012, the Governor of California concurred with the Assistant Secretary’s determination that placing the North Fork Site in trust was in the best interest of the Mono and was not detrimental to the surrounding community. On the same day, the Governor signed a new tribal-state Class III gaming compact (the “2012 Compact”) between the State and the Mono. The California legislature must still ratify the 2012 Compact and the DOI must then either approve the Compact or otherwise allow it to become effective by operation of law. Once effective, the 2012 Compact will regulate gaming at the Mono’s proposed gaming project on the North Fork Site. The 2012 Compact provides for the Mono to operate up to 2,000 slot machines at the proposed project in return for sharing up to 15% of the net proceeds with the State of California, Madera County, the City of Madera, and other Native American tribes, which includes payments due to local authorities under any memorandum of understanding. No assurances can be provided as to whether the California legislature will ratify the 2012 Compact, or whether the Secretary of the Interior will approve the 2012 Compact or otherwise allow it to become effective. Notwithstanding the foregoing, opponents of the project may still seek to exercise their legal remedies to delay or stop the project.

On December 3, 2012, the DOI published in the Federal Register a Notice of Final Agency Determination (the “North Fork Determination”) to take the North Fork Site into trust for the benefit of the Mono. The publication commenced a 30-day period in which interested parties could seek judicial review of the North Fork Determination. On November 30, 2012, the Picayune Rancheria of the Chukchansi Indians, a federal-recognized Indian tribe (“Chukchansi”), filed its Petition for Writ of Mandate and Complaint for Injunctive Relief against Governor Edmund G. Brown, the State of California and certain other State defendants alleging that Governor Brown failed to comply with the CEQA when he concurred with the Assistant Secretary’s decision. On December 19, 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the “Stand Up” plaintiffs) filed a complaint against the United States Department of Interior, the Bureau of Indian affairs and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the North Fork Determination.

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On December 31, 2012, Chukchansi filed its complaint against the United States of America, the United States Department of the Interior and other defendants seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust for the benefit of the Mono and seeking to overturn the Secretary’s decision to allow gaming on the North Fork Site. On January 9, 2013, the U.S. District Court for the District of Columbia consolidated the actions filed in federal court. On January 4, 2013, the federal government defendants filed a Motion to Transfer Venue and on January 17, 2013, the Court granted the Mono’s Motion to Intervene. On January 11, 2013, the Stand Up plaintiffs filed a Motion for Preliminary Injunction seeking to prohibit the DOI from taking the North Fork Site into trust for the Mono. On January 25, 2013, the Court heard oral arguments on that motion. On January 29, 2013, the Court, in a 53-page memorandum of decision, denied the federal defendants’ Motion to Transfer Venue and denied the Stand Up plaintiffs’ Motion for Preliminary Injunction. On February 5, 2013, the United States accepted the North Fork Site into trust for the benefit of the Mono.

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 December 31, 2012, advances toward the development of the project totaled approximately $18.4 million, primarily to complete the environmental impact study and secure the North Fork Site 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 incurred prior to February 1, 2013 bear interest at the prime rate plus 1.5%, and advances after that date bear interest at ten percent (10%) per annum. 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 December 31, 2012, none of these payments had been made.

On February 1, 2013, the Mono and the Company entered into the First Amended and Restated Development Agreement (the “Development Agreement”) and the First Amended and Restated Management Agreement (the “Management Agreement”). The Management Agreement has a term of seven years from the opening of the facility. The Company will receive a management fee of 30% 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 tribal members such that they may assume responsibility for managing the facility upon the expiration of the agreement.

Upon termination or expiration of the Management Agreement and Development Agreement, 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 Agreement and Management Agreement are secured by substantially all of the assets of the project. In addition, the Development Agreement and Management Agreement 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.

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The following table outlines the Company’s evaluation at December 31, 2012 of each of the critical milestones necessary to complete the Mono project. Both positive and negative evidence was considered in the evaluation.

	As of December 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 acquired usable land for the development of this project on behalf of the Mono. The land was accepted into trust by the United States for the benefit of the Mono on February 5, 2013.
Status of obtaining regulatory and governmental approvals:
Tribal–State Compact	A new compact was negotiated and signed by the Governor of California and the Mono on August 31, 2012. The compact will be submitted to the California legislature for ratification during the 2013 legislative session. The Company believes that the compact will be ratified by the legislature due to the precedent set by the ratification of numerous tribal-state 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 (“ROD”) regarding environment impact published by BIA	On November 26, 2012, the Record of Decision for the Environmental Impact Statement for the project was issued by the BIA. On December 3, 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe	The land was accepted into trust by the DOI for the benefit of the Mono on February 5, 2013.
Approval of management agreement by NIGC	Approval of the management agreement by the NIGC is expected to occur following the Secretary’s approval of the Compact. 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 II and Class III gaming, which requires that the California legislature ratify the compact and that the Secretary approve the compact or allow it to become effective. There is currently no evidence to indicate that the California legislature will not ratify the compact. (See comments above.) The NIGC must also approve the Company’s management agreement.
Number of gaming devices allowed	The compact permits a maximum of 2,000 Class III slot machines at the facility. There is no limit on the number of Class II gaming devices that the Mono can offer.
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 Company currently estimates that construction of the facility may begin in 2014 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.

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The Company has evaluated the likelihood that the Mono project will be successfully completed and opened, and has concluded that at December 31, 2012, the likelihood of successful completion is in the range of 65% to 75%. 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.

9.Management Fee Revenue

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 Seventh Amended and Restated Management Agreement dated January 3, 2013 (the “Gun Lake Management Agreement”) was approved on January 30, 2013, 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 (as defined in the management agreement) to be paid to MPM. MPM’s management fee revenue from Gun Lake included in the Consolidated Statements of Operations for the year ended December 31, 2012, the period from June 17, 2011 through December 31, 2011, and the period from January 1, 2011 through June 16, 2011 totaled $29.3 million, $13.2 million, and $10.5 million, respectively. 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. In addition, Station is the managing partner of Barley’s, The Greens and Wildfire Lanes and receives a management fee equal to 10% of earnings before interest, taxes, depreciation and amortization (“EBITDA”) from these properties.

Prior to June 17, 2011, 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 year ended December 31, 2010 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.

10.Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands):

	December 31,
	2012		2011
Accrued payroll and related	$	32,250	$	25,253
Accrued gaming and related	38,187		36,342
Construction payables	6,607		532
Equipment purchase accruals	16,208		—
Other	30,285		30,035
Total accrued expenses and other current liabilities	$	123,537	$	92,162

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11.Long-term Debt

Long-term debt consists of the following (amounts in thousands):

	December 31,
	2012			2011
Propco Term Loan Tranche B-1, due June 17, 2016, interest at a margin above LIBOR or base rate (3.21% and 3.30% at December 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $18.1 million and $25.0 million, respectively	$	125,883		$	169,952
Propco Term Loan Tranche B-2, due June 17, 2016, interest at a margin above LIBOR or base rate (4.21% and 4.30% at December 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $62.1 million and $77.7 million, respectively	663,564			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	—			501,369
Propco Senior Notes, due June 19, 2018 (the “Senior Notes”), interest at an increasing fixed rate (3.66% at December 31, 2012), net of unamortized discount of $97.1 million	527,903			—
Propco Revolver, due June 17, 2016, interest at a margin above LIBOR or base rate (3.40% and 3.86% at December 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $6.3 million and $7.9 million, respectively	47,727			71,010
Opco and GVR joint Term Loan, due September 28, 2019, interest at a margin above LIBOR or base rate (5.50% at December 31, 2012), net of unamortized discount of $4.1 million	569,438			—
Opco and GVR joint Revolver, due September 28, 2017, interest at a margin above LIBOR or base rate	—			—
Original 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
Original 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 (3.71% and 3.80% at December 31, 2012 and December 31, 2011, respectively), net of unamortized discount of $14.3 million and $17.5 million, respectively	94,943			88,950
Other long-term debt, weighted-average interest of 3.88% and 3.95% at December 31, 2012 and December 31, 2011, respectively, maturity dates ranging from 2014 to 2027	44,143			46,438
Total long-term debt	2,073,601			2,195,227
Current portion of long-term debt	(17,544		)	(16,380		)
Total long-term debt, net	$	2,056,057		$	2,178,847

Effective March 1, 2013, the Company refinanced the Senior Notes, the Propco Credit Agreement and the Opco Credit Agreement. See Note 24 for additional information.

Effective June 17, 2011, the Company and its subsidiaries entered into:

·A credit agreement (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 at the election of the lenders;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

·A credit agreement (the “Original Opco Credit Agreement”) with Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lender parties thereto, consisting of approximately $435.7 million in aggregate principal amount of term loans and a revolving credit facility in the amount of $25 million;

·An amended and restated credit agreement (the “Restructured Land Loan”) with Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. (“JPM”) as initial lenders (the “Land Loan Lenders”), consisting of a term loan facility with a principal amount of $105 million; and

·A 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 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”).

Effective September 28, 2012, NP Opco LLC (“Opco”) and Station GVR Acquisition, LLC (“GVR”) entered into:

·A new joint credit agreement (the “Opco 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 $575 million (the “Opco Term Loan”) and a revolving credit facility in the amount of $200 million (the “Opco Revolver”). Proceeds from the Opco Credit Agreement were used to repay the Original Opco Credit Agreement and GVR Credit Agreements, which were terminated upon repayment. In connection with the termination of the GVR Credit Agreements, on September 28, 2012, GVR terminated an interest rate swap tied directly to the GVR Credit Agreements. See Note 12 for additional information.

The Propco Credit Agreement, the Opco Credit Agreement, and the Restructured Land Loan 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

On June 17, 2011, 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 June 17, 2016, 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

The Propco Credit Agreement contains certain financial and other covenants with testing beginning with the fiscal quarter ended December 31, 2012. These include a maximum total leverage ratio ranging from 11.25:1.00 in 2012 to 6.75:1.00 in 2018 and a minimum interest coverage ratio of 2.00:1.00 in 2012 to 1.50:1.00 in 2018. The Propco Credit Agreement also limits capital expenditures. The Company is in compliance with all Propco Credit Agreement covenants as of December 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 June 17, 2011, (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 NP Boulder LLC, NP Palace LLC, NP Red Rock LLC, NP Sunset LLC, NP Development LLC and NP Losee Elkhorn Holdings LLC (the “Guarantor Subsidiaries”). The Propco Credit Agreement is secured by a pledge of the Company’s equity (including equity held by Station Holdco LLC (“Station Holdco”) and Station Voteco LLC (“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 (“NP Opco Holdings”), GVR Holdco 3 LLC, and NP Landco Holdco LLC (“NP Landco Holdco”).

Senior Notes

On January 3, 2012, pursuant to the terms of 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 “Senior Notes 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 Wells Fargo Bank, National Association, as Trustee.  Interest accrued on the Senior Notes at 3.65% per annum from January 3, 2012 until June 16, 2012, increasing to 3.66% per annum on June 16, 2012, and will increase to 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.  Interest is due semi-annually in arrears on June 15 and December 15 of each year, and the first interest payment was made 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 Senior Notes 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 Senior Notes 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Senior Notes 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 debt, create 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.  These covenants are subject to a number of exceptions and qualifications as set forth in the Senior Notes Indenture.  The Senior Notes 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

On September 28, 2012, Opco and GVR, jointly and severally as co-borrowers, entered into a credit agreement (the “Opco Credit Agreement”), made by and among Opco and GVR as co-borrowers, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and the other lenders (the “Opco Lenders”) from time to time party thereto. Under the Opco Credit Agreement, the Opco Lenders made available to Opco and GVR (a) a term loan facility in the principal amount of $575 million (the “Opco Term Loan”) and (b) a revolving credit facility in the maximum amount of $200 million (the “Opco Revolver”).  The Opco Revolver will mature on September 28, 2017, and the Opco Term Loan will mature on September 28, 2019.  Interest will accrue on the principal balance of the Opco Term Loans at the rate per annum, as selected by Opco and GVR, of Adjusted LIBOR (which in no event shall be less than 1.25% for Term B Loans) plus 4.25% or base rate (which in no event shall be less than 2.25%) plus 3.25%. Until delivery of financial statements for the first full quarter after the closing date of the Opco Credit Agreement, interest will accrue on the Opco Revolver at a rate per annum, as selected by Opco and GVR, of LIBOR plus 3.50% or base rate plus 2.50%. Beginning on the first day of the first full quarter commencing after the closing date of the Opco Credit Agreement, interest will accrue on the Opco Revolver at the rate per annum, as selected by Opco and GVR, based upon the total leverage ratio of Opco and GVR, which rate will range from LIBOR plus 2.50% to 3.50% or base rate plus 1.50% to 2.50%. Additionally, Opco and GVR are subject to a fee of 0.50% for the unfunded portion of the Opco Revolver. On September 28, 2012, Opco entered into an agreement modifying its existing interest rate swap to incorporate certain terms from the Opco Credit Agreement, and in connection with such modification, the interest rate on approximately $233 million of the Opco loans effectively is fixed at 6.59% through July 3, 2015.

The Opco Credit Agreement contains certain financial and other covenants.  These include a maximum total leverage ratio ranging from 5.50:1.00 in 2012 to 3.00:1.00 in 2019 and a minimum interest coverage ratio of 3.00:1.00. The Company is in compliance with all applicable Opco Credit Agreement covenants as of December 31, 2012. Commencing on December 31, 2012, Opco and GVR are required to make quarterly principal payments equal to 0.25% of the initial principal amount of the Opco Term Loan. Additionally, Opco and GVR must make the following prepayments: (a) commencing with the fiscal year ending on December 31, 2013, annual prepayments of 50% of excess cash flow, as defined in the agreement, if the total leverage ratio is equal to or greater than 3.00:1.00; and (b) prepayments with proceeds of certain asset sales, events of loss, incurrence of debt, equity issuances and return of investments, as defined in the agreement.

The Opco Credit Agreement is guaranteed by NP Opco Holdings, GVR Holdco 1 LLC (“GVR Holdings”) and all subsidiaries of Opco and GVR, except unrestricted subsidiaries.  The Opco Credit Agreement is secured by a pledge of Opco and GVR equity and substantially all tangible and intangible assets of NP Opco Holdings, GVR Holdings, Opco, GVR and the subsidiaries (other than immaterial subsidiaries) that guarantee the Opco Credit Agreement. Effective February 13, 2013, GVR became a subsidiary of Opco.

Approximately $517 million of the borrowings incurred under the Opco Term Loan were applied to repay in full the amounts outstanding under the previous Opco credit facility, which initially had a $435.7 million term loan and $50 million revolver, and the GVR credit facility, which initially had a $305 million term loan and a $10 million revolver. The remaining borrowings under the Opco Term Loan were used for transaction fees and expenses, ongoing working capital and other general corporate purposes.

The Company evaluated the refinance transaction in accordance with the accounting standards for debt modifications and extinguishments. Because certain lenders under the Opco Credit Agreement were lenders under the previous debt facilities, the Company applied the accounting guidance on a lender by lender basis. As a result of its evaluation, the Company accounted for the majority of the transaction as a debt extinguishment and recognized a loss of $51.8 million, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. The portion of the transaction that did not meet the criteria for debt extinguishment was accounted for as a modification.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Restructured Land Loan

On June 17, 2011, 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 Landco Holdco (a subsidiary of the Company and parent of CV Propco and NP Tropicana ) 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.

Corporate Office Lease

On June 17, 2011, the Company 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 5 years. The lease also contains two options for the Company to repurchase the corporate office building, one option at the end of year five of the original lease term, which was not exercised, and another at the end of the tenth year of the original lease term. These options to repurchase the building constitute continuing involvement under the authoritative guidance for accounting for sale-leaseback transactions involving real estate. As a result, the sale-leaseback transaction is required to be accounted for as a financing transaction until the repurchase options expire.

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 related long-term debt. The lease payment in effect at December 31, 2012 is $3.1 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, 2013, 2014, 2015, 2016 and 2017, respectively, are approximately, $3.1 million, $3.2 million, $3.3 million, $3.3 million and $3.3 million. During the year ended December 31, 2012 and the Successor period June 17, 2011 through December 31, 2011, the Company recorded interest expense of $1.4 million and $0.8 million related to this lease.

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STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Scheduled principal maturities of the Company’s long-term debt, including the accretion of debt discounts of $202.0 million, for each of the next five years and thereafter as of December 31, 2012 are as follows (amounts in thousands):

Years ending December 31,
2013	$	17,544
2014	17,760
2015	17,919
2016	1,637,994
2017	8,614
Thereafter	575,801
	$	2,275,632

Borrowing Availability

At December 31, 2012, the Company’s borrowing availability was $48.7 million under the Propco Credit Agreement and $184.0 million under the Opco Credit Agreement. These amounts are net of outstanding letters of credit and similar obligations totaling $22.3 million and $16.0 million, respectively.

12.Derivative Instruments

Successor Cash Flow Hedges

The Company’s objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements. 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.

In July 2011, the Company entered into three floating–to–fixed interest rate swaps with initial notional amounts totaling $1.3 billion which effectively converted a portion of its floating–rate debt to fixed rates. Under the terms of the swap agreements, the Company paid fixed rates ranging from 1.29% to 2.03% and received 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). These swaps effectively fixed the interest rates on a portion of the Company’s debt equal to the notional amount of the swaps at 5.1%, 5.6% and 7.9%, respectively, for amounts outstanding under the Propco, Original Opco and GVR credit agreements.

In September 2012, in connection with entering into the Opco Credit Agreement, the Company terminated one of these swaps and paid approximately $3.0 million to its counterparty. The Company also amended another swap to include a minimum of 1.25% on the floating leg to match the terms of the Opco Term Loan (see Note 11). This resulted in the discontinuation of the Company’s three cash flow hedging relationships that existed at the time. As a result of the discontinuation of these cash flow hedging relationships, cumulative deferred losses of $28.6 million that had been recognized in other comprehensive income are being amortized through July 2015 as an increase to interest expense as the hedged interest payments continue to occur. The Company also accelerated the reclassification of amounts in other comprehensive income to earnings as a result of it becoming probable that certain hedged forecasted transactions would not occur. The accelerated amount was a loss of $0.7 million recorded as a component of change in fair value of derivative instruments in the Consolidated Statements of Operations and is excluded from the $28.6 million being amortized to interest expense through July 2015.

As of December 31, 2012, the Company has two outstanding swaps with initial notional amounts totaling $1.1 billion, which effectively convert a portion of its floating-rate debt to fixed rates. In accordance with the accounting guidance in ASC Topic 815,  Derivatives and Hedging,  the Company designated as cash flow hedges of interest rate risk the full $233.0 million notional amount of one swap, and a $698.3 million portion of the notional amount of the second swap. The remaining $123.2 million portion of the notional amount of the second swap is not designated in a cash flow hedging relationship for accounting purposes, and is described in the non-designated hedge discussion below. Under the terms of the swap agreements, the Company pays fixed rates ranging from 1.29% to 2.34% and receives variable rates based on 1-month LIBOR (subject to a minimum of 1.25% for the swap with a notional amount of $233.0 million). These swaps effectively fix the interest rates on $1.1 billion of the Company’s debt at 5.1% and 6.6%, respectively, for amounts outstanding under the Propco and Opco credit agreements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 are recorded as a component of change in fair value of derivative instruments in the Consolidated Statements of Operations. Ineffectiveness, if any, results from both of the Company’s designated swaps having fair values other than zero at the time they were designated or redesignated. For the year ended December 31, 2012, the Company recorded an immaterial amount of such ineffectiveness.

Successor Non-Designated Hedge

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements, but do not meet the hedge accounting requirements. As of December 31, 2012, a $123.2 million portion of the notional amount of one of the outstanding interest rate swaps was not designated in a cash flow hedging relationship for accounting purposes, and the portion of this swap that is designated as a cash flow hedge is reflected in the designated cash flow hedges discussion above. The changes in the fair value of the portion of the swap not designated in a hedging relationship is recorded in change in fair value of derivative instruments in the accompanying Consolidated Statements of Operations. For the year ended December 31, 2012, the Company recorded a loss of $61,000 from the non-designated portion of the swap.

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets (amounts in thousands):

		Fair value
		December 31,
	Balance sheet classification	2012		2011
Derivatives designated as hedging instruments:
Interest rate swaps	Interest rate swaps and other  long—term liabilities, net	$	21,140	$	20,047
Derivatives not designated as hedging instruments:
Interest rate swaps	Interest rate swaps and other  long—term liabilities, net	$	2,746	$	—

The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the year ended December 31, 2012 and the Successor Period ended December 31, 2011 (amounts in thousands):

	Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)				Location of Loss Reclassified from Accumulated Other	Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)				Location of Loss on Derivatives Recognized in Income (Ineffective	Amount of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in Cash Flow Hedging Relationships	Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Comprehensive Income into Income (Effective Portion)	Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011		Portion and Amount Excluded from Effectiveness Testing)	Year EndedDecember 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011
Interest rate swaps	$	18,918	$	25,546	Interest expense, net	$	12,446	$	5,499	Change in fair value of derivative instruments	$	860	$	—

The amounts of loss reclassified from accumulated other comprehensive income into Interest expense, net includes reclassifications of deferred losses related to discontinued cash flow hedging relationships. The ineffective portion noted above includes the $0.7 million loss on which the Company accelerated the reclassification from other comprehensive income to earnings as a result of it becoming probable that certain hedged forecasted transactions would not occur. Approximately $11.6 million of the deferred losses included in accumulated other comprehensive loss on the Company’s Consolidated Balance Sheet at December 31, 2012 is expected to be reclassified into earnings during the next twelve months.

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STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below presents the effect of the Company’s derivative financial instruments that are not designated in hedging relationships on the Consolidated Statements of Operations for the year ended December 31, 2012 and the Successor Period ended December 31, 2011 (amounts in thousands):

		Amount of Loss on Derivative Instruments Recognized in Income
Derivatives Not Designated as Hedging Instruments	Location of Loss on Derivative Instruments Recognized in Income	Year Ended December 31, 2012		Period FromJune 17, 2011ThroughDecember 31, 2011
Interest rate swaps	Change in fair value of derivative instruments	$	61	$	—

As of December 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 December 31, 2012, the termination value of the interest rate swaps was a net liability of $25.9 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.

Predecessors

The Predecessors used derivatives to add stability to interest expense and to manage exposure to interest rate movements. 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.

During 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 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Predecessors’ activity in deferred gains (losses) on derivatives included in accumulated other comprehensive income is as follows (amounts in thousands):

	Period January 1, 2011 Through June 16, 2011		December 31, 2010
STN Predecessor
Deferred losses on derivatives included in accumulated other comprehensive income, beginning balance	$	—	$	(1,985	)
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
Deferred losses on derivatives included in accumulated other comprehensive income, ending balance	$	—	$	—
GVR Predecessor
Deferred losses on derivatives included in accumulated other comprehensive income, beginning balance	$	—	$	(6,108	)
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
Deferred losses on derivatives included in accumulated other comprehensive income, ending balance	$	—	$	—

Presented below are the effects of derivative instruments on the Predecessors’ statements of operations (amounts in thousands):

	Period January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010
STN Predecessor:
Amounts included in change in fair value of derivative instruments:
Gains (losses) from interest rate swaps	$	397	$	—
Losses from interest rate cap	—		(42		)
Net gains (losses) for derivatives not designated as hedging instruments	397		(42		)
Total derivative gains (losses) included in change in fair value of derivative instruments	397		(42		)
Amounts included in reorganization items:
Losses from interest rate swaps	—		(2,607		)
Amounts included in interest and other expense from joint ventures:
Gains (losses) for derivatives not designated as hedging instruments	—		(22,221		)
Losses reclassified from accumulated other comprehensive income into income (effective portion)	—		(386		)
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		)
Total derivative gains (losses) included in interest and other expense from joint ventures	—		(25,274		)
Total derivative losses included in Consolidated Statements of Operations	$	397	$	(27,923	)
GVR Predecessor:
Amounts included in change in fair value of derivative instruments:
Losses from interest rate swaps not designated as hedging instruments	$	—	$	(44,442	)
Losses reclassified from accumulated other comprehensive income into operations (effective portion)	—		(6,108		)
Total derivative losses included in statements of operations	$	—	$	(50,550	)

101

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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. 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):

	Period FromJanuary 1, 2011ThroughJune 16, 2011		Year Ended December 31, 2010
STN Predecessor:
Increase in interest expense	$	487	$	7,011
Increase in interest and other expense from joint ventures	211		27,277
	$	698	$	34,288
GVR Predecessor:
Increase in interest and other expense	$	325	$	3,672

13.    Fair Value Measurements

Successor

Assets Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis at December 31, 2012 and December 31, 2011, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):

			Fair Value Measurement at Reporting Date Using
	Balance as of December 31, 2012		Quoted Prices in ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	416	$	416	$	—	$	—
Liabilities
Interest rate swaps	$	23,886	$	—	$	23,886	$	—

			Fair Value Measurement at Reporting Date Using
	Balance as of December 31, 2011		Quoted Prices in ActiveMarkets forIdenticalAssets(Level 1)		Significant OtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	203	$	203	$	—	$	—
Liabilities
Interest rate swaps	$	20,047	$	—	$	20,047	$	—

(a) Available-for-sale securities are included in other assets in the accompanying Consolidated Balance Sheets.

The fair values of interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. To comply with the provisions of ASC Topic 820,  Fair Value Measurements and Disclosures , the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

102

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Assets Measured at Fair Value on a Nonrecurring Basis

During the year ended December 31, 2012, the Company recognized impairment losses totaling $10.1 million related to certain land held for development, including buildings and improvements on such land, and reduced the carrying value of those assets to estimated fair value. See Note 6 for additional information.

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):

	December 31,
	2012		2011
Aggregate fair value	$	2,140	$	2,082
Aggregate carrying amount	2,074		2,195

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.

14.    Members’ Equity

The Company has two classes of membership interests: (1) Voting Units and (2) Non-Voting Units. On June 17, 2011, 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, and (ii) Robert A. Cashell Jr., who was designated as a member of Station Voteco by German American Capital Corporation. Mr. Cashell is 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 61.42% of the equity interests in Station Voteco, and Mr. Cashell owns 38.58% 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, and (iii) indirectly by certain former general unsecured creditors of STN. In addition, JPMorgan Chase Bank, N.A. (“JPM”), one of the Mortgage Lenders, previously held equity interests of Station Holdco.

On April 30, 2012, FI Station Investor LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta (“FI Station Investor”) purchased membership interests in Station Holdco from JPM and certain other sellers that exercised tag-along rights pursuant to the Company’s equityholders agreement for an aggregate purchase price of $73.6 million. 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. 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, Station Holdco and certain subsidiaries of the Company, and the Station Voteco units held by Mr. Greathouse as the designee of JPM were redeemed for no consideration.

As of April 30, 2012, FI Station Investor owns approximately 58.1% of the units of Station Holdco, German American Capital Corporation owns approximately 25% of the units of Station Holdco, and former unsecured creditors of STN indirectly own approximately 16.9% 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.

103

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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 June 17, 2011. 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 June 17, 2011. The warrants may only be exercised following the earlier of (i) the six and one-half year anniversary of June 17, 2011 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 June 17, 2018.

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows (amounts in thousands):

	Unrealized losses on interest rate swaps			Unrealized gain (loss) on available-for-sale securities			Unrecognized pension and postretirement benefit plan liabilities			Total
Balances, December 31, 2010 (Predecessors)	$	—		$	(165	)	$	208		$	43
Unrealized gain on available-for-sale securities	—			25			—			25
Amortization of unrecognized pension and postretirement benefit plan liabilities	—			—			(19		)	(19		)
Balances, June 17, 2011 (Predecessors)	—			(140		)	189			49
Elimination of Predecessors’ equity	—			140			(189		)	(49		)
Balances, June 17, 2011 (Successor)	—			—			—			—
Deferred losses on interest rate swaps	(25,546		)	—			—			(25,546		)
Reclassification of deferred losses on interest rate swaps into income	5,499			—			—			5,499
Unrealized loss on available-for-sale securities	—			(107		)	—			(107		)
Balances, December 31, 2011	(20,047		)	(107		)	—			(20,154		)
Deferred losses on interest rate swaps	(18,918		)	—			—			(18,918		)
Reclassification of deferred losses on interest rate swaps into income	13,187			—			—			13,187
Unrealized gain on available-for-sale securities	—			213			—			213
Balances, December 31, 2012	$	(25,778	)	$	106		$	—		$	(25,672	)

Noncontrolling Interest

Noncontrolling interest represents ownership interests in consolidated subsidiaries of the Company that are held by owners other than the Company. Noncontrolling interests include (a) a 50% ownership interest in MPM, (b) 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, and (c) a 49.9% ownership interest in Fertitta Interactive.

104

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Noncontrolling interest is as follows (amounts in thousands):

	December 31,
	2012			2011
Noncontrolling interest:
Balance at beginning of year	$	42,799		$	43,551
Share-based compensation	47			—
Capital contributions — Fertitta Interactive	8,616			—
Acquisition of Fertitta Interactive	6,475			—
Net (loss) income	(1,606		)	4,955
Distributions — MPM	(11,302		)	(5,707		)
Balance at end of year	$	45,029		$	42,799

No portion of other comprehensive income (loss) was attributable to noncontrolling interest.

15.    Share-Based Compensation

Successor

In order to attract, retain and motivate employees and to align the interests of those individuals and the Company’s members, the Board of Managers adopted the Station Holdco LLC Profit Units Plan (the “Profit Units Plan”), pursuant to which up to 12 million profit units may be issued. As of December 31, 2012, 10.8 million profit units are outstanding, representing approximately 2.66% of the outstanding units of Station Holdco.

The profit unit awards vest over requisite service periods of 3 to 4 years. Holders of profit units are entitled to participate in the Company’s distributions to Station Holdco, subject to certain preferred distribution rights of Holdco’s common unit holders. Upon termination of a plan participant’s employment for any reason, any unvested awards are forfeited. Under certain circumstances, including termination of employment for any reason, the Company may call the terminated employee’s vested awards at fair value after a holding period of six months.

The Company estimates the fair value of share-based compensation awards on the date of grant using the option pricing method. The weighted-average estimated fair value of the profit units awarded during the year ended December 31, 2012 was $1.26 per unit, which was based on the following weighted-average assumptions:

Risk-free interest rate	0.41	%
Expected volatility	45	%
Expected life (in years)	3
Dividend yield	—
Discount for post-vesting restrictions	25	%

Volatility was estimated using the historical average volatility for comparable companies based on weekly stock price returns. The discount for post-vesting restrictions was estimated based on an average-strike put option model.

The accounting guidance requires that stock compensation be classified in the same financial statement line items as cash compensation. Compensation expense related to the Profit Units Plan is included within operating expenses in the accompanying Consolidated Statements of Operations as follows (amounts in thousands):

	Year EndedDecember 31, 2012
Casino	$	149
Food and beverage	93
Room	21
Selling, general and administrative	2,365
Total	$	2,628

105

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the status of the Profit Units Plan as of December 31, 2012 and changes during the year then ended is presented below:

	Units (amounts in thousands)		Weighted-average grant date fair value
Nonvested units at January 1, 2012	—		$	—
Activity during the period:
Units granted	11,849		1.26
Vested	—		—
Forfeited	(1,092	)	1.26
Nonvested units at December 31, 2012	10,757		$	1.26

No profit units vested during the year ended December 31, 2012. The Company’s total unrecognized compensation cost related to nonvested awards under the Profit Units Plan was $11.8 million at December 31, 2012, which is expected to be recognized over a weighted-average period of 3.2 years.

In addition, during the year ended December 31, 2012, Fertitta Interactive recognized share-based compensation expense of $37,000.

Predecessor

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.

106

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table presents the classification of share-based compensation expense within STN’s Consolidated Statements of Operations (amounts in thousands):

	Station Casinos, Inc.
	Period FromJanuary 1, 2011ThroughJune 16, 2011			Year EndedDecember 31, 2010
Total share-based compensation	$	25,673		$	13,617
Less compensation costs capitalized	—			(236		)
Share-based compensation recognized as expense	$	25,673		$	13,381
Casino	$	3		$	138
Selling, general and administrative	302			1,938
Corporate	5,857			8,173
Development and preopening	62			3,132
Reorganization items	19,449			—
Share-based compensation recognized as expense	25,673			13,381
Income tax benefit	(8,986		)	(4,683		)
Share-based compensation expense, net of tax	$	16,687		$	8,698

On June 17, 2011, Predecessor’s share-based compensation grants were canceled, and as a result, 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.

16.        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 June 17, 2011.

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 18 for additional information regarding STN’s Supplemental Executive Retirement Plan and Supplemental Management Retirement Plan.

17.    Asset Impairments and Write-downs and Other Charges, Net

The Consolidated Statements of Operations include various charges related to asset impairment and write-downs and other charges, net. Write-downs and other charges, net include various pretax charges to record net losses on asset disposals and other non-routine transactions, excluding the effects of the Chapter 11 Cases and the related transactions, which are reflected in the reorganization items in the Consolidated Statements of Operations. During the year ended December 31, 2012, the Company paid $5.0 million in satisfaction of an option granted to a former owner of GVR Predecessor to reacquire an ownership interest in Green Valley Ranch as provided in a settlement agreement.

107

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Asset impairments and write-downs and other charges, net consisted of the following (amounts in thousands):

	Successor				Predecessors
	Station Casinos LLC				Station Casinos, Inc.		Green Valley RanchGaming, LLC		StationCasinos, Inc.			Green Valley RanchGaming, LLC
	Year EndedDecember 31, 2012		Period From June 17, 2011Through December 31, 2011		Period From January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010
Impairment of goodwill (Note 5)	$	—	$	—	$	—	$	—	$	60,386		$	—
Impairments of intangible assets and other assets:
Impairment of intangible assets (Note 5)	$	2,907	$	—	$	—	$	—	$	4,704		$	—
Impairment of land held for development, including associated improvements (Note 6)	10,066		2,100		—		—		114,378			—
Impairment of investments in joint ventures	—		—		—		—		16,267			—
Impairment of property and equipment (Note 4)			—		—		—		66,647			—
Other, net	—		—		—		—		(362		)	—
	$	12,973	$	2,100	$	—	$	—	$	201,634		$	—
Write-downs and other charges, net:
Loss on disposal of assets, net	$	471	$	3,246	$	3,349	$	104	$	534		$	120
Gain on land disposition	—		—		—		—		(74		)	—
Severance expense	2,913		620		—		—		2,687			—
Settlement agreement	5,000		—		—		—		6,200			—
Other charges	2,033		175		604		—		9,898			—
Write-off of debt offering and restructuring fees	—		—		—		—		—			9,089
	$	10,417	$	4,041	$	3,953	$	104	$	19,245		$	9,209

18.     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 from 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. The Company recorded an expense for matching contributions of $2.9 million for the year ended December 31, 2012.

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, and the Supplemental Management Retirement Plan (the “SMRP”), which was an unfunded defined benefit plan.

108

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

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):

	Station Casinos, Inc.
	Period FromJanuary 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 Sheets consist of:
Current liabilities	$	—		$	(416	)
Accrued pension costs	—			(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		%

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):

	Station Casinos, Inc.
	Period FromJanuary 1, 2011 Through June 16, 2011			Year Ended December 31, 2010
Service cost	$	877		$	1,707
Interest cost	681			1,296
Amortization of prior service credit	(29		)	(63		)
Net periodic pension cost	$	1,529		$	2,940

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.

109

19.    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 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

STN Predecessor’s operating results have been included in a consolidated federal income tax return. For financial reporting purposes, STN Predecessor derecognized its deferred tax assets and liabilities and recorded an income tax benefit of $107.9 million for the period from January 1, 2011 through June 16, 2011 and $22.0 million for the year ended December 31, 2010.

The benefit for income taxes attributable to net loss consists of the following (amounts in thousands):

	STN Predecessor
	Station Casinos, Inc.
	Period FromJanuary 1, 2011 Through June 16, 2011			Year Ended December 31, 2010
Current	$	(107,924	)	$	(5,469	)
Deferred	—			(16,527		)
Total income tax benefit	$	(107,924	)	$	(21,996	)

The income tax provision differs from that computed at the federal statutory corporate tax rate as follows:

	STN Predecessor
	Station Casinos, Inc.
	Period From January 1, 2011 Through June 16, 2011		Year Ended December 31, 2010
Federal statutory rate	35.0	%	35.0	%
Change in valuation allowance	(14.5	)	(21.3	)
Goodwill impairment	—		(3.6	)
Vesting of Class B and Class C Units	0.1		(0.8	)
Restructuring costs	(1.7	)	(5.3	)
Discharge of Liabilities Subject to Compromise	(22.2	)	—
Other, net	—		(0.3	)
Effective tax rate	(3.3	)%	3.7	%

STN or its subsidiaries is no longer subject to U.S. federal tax examination for years before 2008 except for earlier years that can be examined as a result of any net operating losses that were carried back.

GVR Predecessor was organized as a limited liability company treated as a partnership for income tax purposes, and as such, was a pass-through entity and was not liable for income tax.

110

20.     Related Party Transactions

Related Party Transactions

The Company has entered into credit agreements with certain lenders including Deutsche Bank AG Cayman Islands Branch, which (a) owns approximately 25% of the units of Station Holdco, the owner of all of the Company’s Non-Voting Units, (b) has the right to designate members that hold 38.6% of the units of Station Voteco, the owner of all of the Company’s Voting Units, and (c) has the right to designate up to two individuals to serve on the Company’s Board of Managers.

On June 17, 2011, 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 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 58.1% of the units of Station Holdco and 61.4% 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 EBITDA (as defined in the agreements) for the managed properties. For the year ended December 31, 2012, the Company recognized management fee expense totaling $44.6 million pursuant to these agreements, of which $40.7 million was paid and the remaining $3.9 million is reflected in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet at December 31, 2012. During the Successor period ended December 31, 2011, 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 year ended December 31, 2012 and the Successor Period ended December 31, 2011, costs allocated to Fertitta Entertainment for shared services totaled $1.7 million and $0.8 million, respectively.

Fertitta Acquisitionsco LLC (“Acquisitionsco”), a subsidiary of Fertitta Interactive, pays fees and expenses to Fertitta Entertainment under a services agreement. For the period from April 30, 2012 through December 31, 2012, Acquisitionsco paid fees and expenses to Fertitta Entertainment totaling $1.2 million.

On November 16, 2012, the Company acquired a 50.1% ownership interest in Fertitta Interactive from entities controlled by Frank J. Fertitta III and Lorenzo J. Fertitta for cash consideration of $20.7 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 $6.7 million, $3.6 million, $3.1 million and $6.7 million for the year ended December 31, 2012, the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011 and the year ended December 31, 2010, respectively, which is included in selling, general and administrative expense in the Consolidated Statements of Operations. See Note 21 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 year ended December 31, 2012, the Successor period June 17, 2011 through December 31, 2011, the Predecessor period January 1, 2011 through June 16, 2011 and the year ended December 31, 2010, the Company and Predecessors paid Zuffa approximately $0.4 million, $0.3 million, $0.3 million and $0.5 million, respectively, for ticket purchases to, and closed circuit viewing fees of, UFC events.

The Company previously managed Aliante Station in North Las Vegas, Nevada on under a five-year management agreement with ALST Casino Holdco, LLC (“ALST”), which acquired the property on November 1, 2011 pursuant to the reorganization of Aliante Gaming, LLC (“Aliante Gaming”). ALST elected to terminate the agreement early, and the Company provided management and transition services through November 1, 2012. Prior to ALST’s acquisition of the property, STN Predecessor owned a 50% interest in Aliante Station. The management arrangement provided 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 provided such management and transition services on behalf of the Company, and the Company paid all management fees received from Aliante Gaming to Fertitta Entertainment. These management fees totaled approximately $1.5 million and $0.9 million for the year ended December 31, 2012 and the Successor period ended December 31, 2011, respectively.

111

21.    Commitments and Contingencies

Successor

Leases

Boulder Station Lease

The Company leases 27 acres of land on which a portion of Boulder Station is located pursuant to 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, who is a member of the Company’s Board of Managers and Chief Executive Officer, and Lorenzo J. Fertitta, who is 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 June 2013. In July 2013 and every ten years thereafter, the rent is subject to adjustment based on 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 July 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 July 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 leases 47 acres of land on which Texas Station is located pursuant to a ground lease 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 through July 2015. In August 2015 and every ten years thereafter, the rent will be adjusted by a cost of living factor. In August 2020, and every ten years thereafter, the rent is subject to adjustment based on 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 no event will the rent for any period be less than the immediately preceding period. Pursuant to the ground lease, the Company has an option to purchase the land at fair market value, exercisable in April 2030 and at five-year intervals thereafter. 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.

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 2022.

112

Future minimum lease payments required under all non-cancelable operating leases are as follows (amounts in thousands):

Years ending December 31,
2013	$	8,609
2014	8,818
2015	8,817
2016	8,797
2017	8,745
Thereafter	402,225
Total	$	446,011

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
Year Ended December 31, 2012		Period From June 17, 2011 ThroughDecember 31, 2011		Period From January 1, 2011 Through June 16, 2011				Year Ended December 31, 2010
$	8,676	$	4,732	$	3,462	$	—	$	9,566	$	—

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 purchased for use in complimentary meals provided to patrons and employees is not subject to Nevada use tax. The Company has filed refunds for the periods from March 2000 through February 2008, and began claiming this exemption on its sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The amount subject to these refunds is approximately $15.6 million plus interest. The Department of Taxation subsequently audited the Company and issued a sales tax deficiency on the cost of food used in complimentary meals provided to patrons and employees for the period March 2000 through February 2008. On July 9, 2012, a Nevada Administrative Law Judge concluded that the State’s sales tax deficiency for Station’s complimentary meals provided to patrons and employees for the period March 2000 through February 2008 will be allowed, but only to the extent of use tax previously paid for these meals. The Administrative Law Judge did award the Company a refund of approximately $0.7 million of use tax paid on certain non-gaming related promotional meals. The Company appealed the Administrative Law Judge’s decision. On October 1, 2012, the Nevada Tax Commission upheld the Administrative Law Judge’s decision. The Company has appealed that portion of the decision that denied the refund. The City of Henderson has appealed the refund awarded for non-gaming related promotional meals. On October 17, 2012, in a case involving another gaming company, a Clark County District Court ruled that complimentary meals provided to patrons are subject to sales tax, while employee meals are not subject to sales tax. This decision was appealed to the Nevada Supreme Court. In the accompanying Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011, the Company has not recorded a refund receivable for the previously paid use tax.

The Department of Taxation has issued a regulation that as of February 15, 2012, 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. On June 25, 2012 the Nevada Tax Commission adopted the Department of Taxation’s regulation. The Department of Taxation has issued guidance delaying the payment of this sales tax until the earlier of (1) approval of the regulation by the Legislative Commission, (2) affirmation by the Nevada Supreme Court, (3) the effective date of relevant legislation or (4) June 30, 2013. As of December 31, 2012, the Company has accrued a liability for the estimated amount of sales tax on complimentary food and employee meals for the period February 15, 2012 through December 31, 2012.

113

Predecessors

Bankruptcy Proceedings

Through June 17, 2011, 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.

22.    Legal Matters

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 any legal matters and litigation inherently involves significant costs.

23 .    Consolidating Financial Information

As described in Note 11—Long-term Debt, on January 3, 2012 the Company issued the Senior Notes, which are guaranteed by certain 100% owned subsidiaries of the Company. The following consolidating financial statements present information about the Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries. These 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), and (ii) the guarantees are joint and several; however, such guarantees are not joint and several on a full and unconditional basis as the guarantees may be released under certain circumstances customary for such arrangements.

114

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2012

(amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	2,841	$	54,273	$	71,766	$	—		$	128,880
Restricted cash	1,571		50		359		—			1,980
Receivables, net	888		14,475		15,568		—			30,931
Intercompany receivables	—		197,533		286,233		(483,766		)	—
Inventories	9		4,584		3,345		—			7,938
Prepaid gaming tax	—		9,564		8,851		—			18,415
Prepaid expenses and other current assets	2,850		2,674		3,584		—			9,108
Total current assets	8,159		283,153		389,706		(483,766		)	197,252
Property and equipment, net	46,386		1,307,851		858,226		—			2,212,463
Goodwill	1,234		177,820		21,640		—			200,694
Intangible assets, net	1,045		59,406		148,225		—			208,676
Land held for development	—		—		220,120		—			220,120
Investments in joint ventures	—		—		9,629		—			9,629
Native American development costs	—		—		3,255		—			3,255
Investments in subsidiaries	2,406,278		—		—		(2,406,278		)	—
Other assets, net	7,925		12,996		25,933		—			46,854
Total assets	$	2,471,027	$	1,841,226	$	1,676,734	$	(2,890,044	)	$	3,098,943
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	11,231	$	258	$	6,055	$	—		$	17,544
Accounts payable	892		11,055		9,684		—			21,631
Accrued interest payable	5,175		—		2,808		—			7,983
Accrued expenses and other current liabilities	8,397		62,413		52,727		—			123,537
Intercompany payables	194,698		—		289,068		(483,766		)	—
Total current liabilities	220,393		73,726		360,342		(483,766		)	170,695
Long-term debt, less current portion	1,393,469		1,827		660,761		—			2,056,057
Deficit investments in joint ventures	—		—		2,356		—			2,356
Interest rate swaps and other long-term liabilities, net	18,304		—		12,670		—			30,974
Total liabilities	1,632,166		75,553		1,036,129		(483,766		)	2,260,082
Members’ equity:
Total Station Casinos LLC members’ equity	793,832		1,765,673		595,576		(2,361,249		)	793,832
Noncontrolling interest	45,029		—		45,029		(45,029		)	45,029
Total members’ equity	838,861		1,765,673		640,605		(2,406,278		)	838,861
Total liabilities and members’ equity	$	2,471,027	$	1,841,226	$	1,676,734	$	(2,890,044	)	$	3,098,943

115

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2011

(amounts in thousands)

	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	(2,420	)	$	49,354	$	46,728	$	—		$	93,662
Restricted cash	1,562			50		393		—			2,005
Receivables, net	876			14,295		14,434		—			29,605
Intercompany receivables	—			50,090		—		(50,090		)	—
Inventories	9			5,453		3,682		—			9,144
Prepaid gaming tax	—			9,520		8,660		—			18,180
Prepaid expenses and other current assets	3,139			4,553		4,009		—			11,701
Total current assets	3,166			133,315		77,906		(50,090		)	164,297
Property and equipment, net	47,715			1,335,042		863,308		—			2,246,065
Goodwill	1,234			177,820		16,078		—			195,132
Intangible assets, net	1,000			61,311		151,781		—			214,092
Land held for development	—			—		227,857		—			227,857
Investments in joint ventures	—			—		10,157		—			10,157
Native American development costs	—			—		70,516		—			70,516
Investments in subsidiaries	2,302,071			—		—		(2,302,071		)	—
Other assets, net	7,283			12,782		30,168		—			50,233
Total assets	$	2,362,469		$	1,720,270	$	1,447,771	$	(2,352,161	)	$	3,178,349

116

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING BALANCE SHEETS (continued)

DECEMBER 31, 2011

(amounts in thousands)

	Parent		Guarantor Subsidiaries		Non–Guarantor Subsidiaries		Eliminations			Consolidated
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	11,027	$	245	$	5,108	$	—		$	16,380
Accounts payable	533		9,678		7,029		—			17,240
Accrued interest payable	1,643		—		1,215		—			2,858
Accrued expenses and other current liabilities	8,928		45,427		37,807		—			92,162
Intercompany payables	43,588		—		6,502		(50,090		)	—
Total current liabilities	65,719		55,350		57,661		(50,090		)	128,640
Long-term debt, less current portion	1,440,973		2,085		735,789		—			2,178,847
Deficit investments in joint ventures	—		—		2,318		—			2,318
Interest rate swaps and other long-term liabilities, net	13,301		—		12,767		—			26,068
Total liabilities	1,519,993		57,435		808,535		(50,090		)	2,335,873
Members’ equity:
Total Station Casinos LLC members’ equity	799,677		1,662,835		596,437		(2,259,272		)	799,677
Noncontrolling interest	42,799		—		42,799		(42,799		)	42,799
Total members’ equity	842,476		1,662,835		639,236		(2,302,071		)	842,476
Total liabilities and members’ equity	$	2,362,469	$	1,720,270	$	1,447,771	$	(2,352,161	)	$	3,178,349

117

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(amounts in thousands)

	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	474,360		$	411,269		$	—		$	885,629
Food and beverage	—			137,966			99,804			—			237,770
Room	—			69,966			36,382			—			106,348
Other	38			33,873			35,967			—			69,878
Management fees	—			—			29,874			—			29,874
Gross revenues	38			716,165			613,296			—			1,329,499
Promotional allowances	—			(55,750		)	(44,273		)	—			(100,023		)
Net revenues	38			660,415			569,023			—			1,229,476
Operating costs and expenses:
Casino	—			188,375			166,824			—			355,199
Food and beverage	—			93,406			67,761			—			161,167
Room	—			27,313			15,793			—			43,106
Other	—			12,528			14,613			—			27,141
Selling, general and administrative	35			143,201			149,820			—			293,056
Development and preopening	90			7			214			—			311
Depreciation and amortization	3,161			67,938			61,071			—			132,170
Management fee expense	—			24,248			20,343			—			44,591
Impairment of intangible assets and other assets	—			—			12,973			—			12,973
Write-downs and other charges, net	6,020			1,564			2,833			—			10,417
	9,306			558,580			512,245			—			1,080,131
Operating (loss) income	(9,268		)	101,835			56,778			—			149,345
Earnings from subsidiaries	148,355			—			—			(148,355		)	—
Earnings from joint ventures	—			—			1,773			—			1,773
Operating (loss) income and earnings from subsidiaries and joint ventures	139,087			101,835			58,551			(148,355		)	151,118
Other (expense) income:
Interest expense, net	(127,260		)	(127		)	(62,118		)	—			(189,505		)
Loss on debt extinguishment	—			—			(51,796		)	—			(51,796		)
Gain on Native American development	—			—			102,816			—			102,816
Change in fair value of derivative instruments	(115		)	—			(806		)	—			(921		)
Net income	11,712			101,708			46,647			(148,355		)	11,712
Less: net loss attributable to noncontrolling interest	(1,606		)	—			(1,606		)	1,606			(1,606		)
Net income attributable to Station Casinos LLC members	$	13,318		$	101,708		$	48,253		$	(149,961	)	$	13,318

118

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JUNE 17, 2011 THROUGH DECEMBER 31, 2011

(amounts in thousands)

	Successor
	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	244,448		$	208,503		$	—		$	452,951
Food and beverage	—			70,296			49,439			—			119,735
Room	—			35,818			19,106			—			54,924
Other	28			19,577			20,053			—			39,658
Management fees	—			—			13,482			—			13,482
Gross revenues	28			370,139			310,583			—			680,750
Promotional allowances	—			(29,378		)	(21,973		)	—			(51,351		)
Net revenues	28			340,761			288,610			—			629,399
Operating costs and expenses:
Casino	—			94,352			83,914			—			178,266
Food and beverage	—			52,917			36,062			—			88,979
Room	—			14,357			8,046			—			22,403
Other	—			8,085			8,811			—			16,896
Selling, general and administrative	2			78,477			76,164			—			154,643
Development and preopening	74			141			503			—			718
Depreciation and amortization	1,274			35,367			30,382			—			67,023
Management fee expense	—			12,056			9,763			—			21,819
Impairment of intangible assets and other assets	—			—			2,100			—			2,100
Write-downs and other charges, net	554			2,321			1,166			—			4,041
	1,904			298,073			256,911			—			556,888
Operating (loss) income	(1,876		)	42,688			31,699			—			72,511
Earnings from subsidiaries	47,396			—			—			(47,396		)	—
Losses from joint ventures	—			—			(1,533		)	—			(1,533		)
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	45,520			42,688			30,166			(47,396		)	70,978
Other (expense) income:
Interest expense, net	(65,658		)	(93		)	(26,548		)	—			(92,299		)
Gain on early retirement of debt	—			—			1,183			—			1,183
Net (loss) income	(20,138		)	42,595			4,801			(47,396		)	(20,138		)
Less: net income attributable to noncontrolling interest	4,955			—			4,955			(4,955		)	4,955
Net (loss) income attributable to Station Casinos LLC members	$	(25,093	)	$	42,595		$	(154	)	$	(42,441	)	$	(25,093	)

119

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2011 THROUGH JUNE 16, 2011

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	214,332		$	125,371		$	—		$	339,703
Food and beverage	—			61,754			23,682			—			85,436
Room	—			29,790			6,536			—			36,326
Other	19			14,902			13,151			—			28,072
Management fees	11,588			—			10,765			(11,588		)	10,765
Gross revenues	11,607			320,778			179,505			(11,588		)	500,302
Promotional allowances	—			(24,993		)	(10,612		)	—			(35,605		)
Net revenues	11,607			295,785			168,893			(11,588		)	464,697
Operating costs and expenses:
Casino	—			86,356			49,681			—			136,037
Food and beverage	—			43,188			17,529			—			60,717
Room	—			11,678			3,859			—			15,537
Other	—			5,449			5,373			—			10,822
Selling, general and administrative	72			64,419			45,809			—			110,300
Corporate	15,937			—			(119		)	—			15,818
Development and preopening	458			492			802			—			1,752
Depreciation and amortization	3,822			42,237			15,103			—			61,162
Management fee expense	—			7,048			4,540			(11,588		)	—
Write-downs and other charges, net	595			2,717			641			—			3,953
	20,884			263,584			143,218			(11,588		)	416,098
Operating (loss) income	(9,277		)	32,201			25,675			—			48,599
Earnings from subsidiaries	398,816			—			—			(398,816		)	—
Losses from joint ventures	—			—			(945		)	—			(945		)
Gain on dissolution of joint venture	—			—			250			—			250
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	389,539			32,201			24,980			(398,816		)	47,904
Other (expense) income:
Interest expense, net	(24,628		)	(14,504		)	(4,162		)	—			(43,294		)
Interest and other expense from joint ventures	—			—			(15,452		)	—			(15,452		)
Change in fair value of derivative instruments	397			—			—			—			397
	(24,231		)	(14,504		)	(19,614		)	—			(58,349		)

120

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1, 2011 THROUGH JUNE 16, 2011

(amounts in thousands)

	Predecessors
	Parent		Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Income (loss) before income taxes and reorganization items	365,308		17,697			5,366			(398,816		)	(10,445		)
Reorganization items, net	2,883,312		1,514,225			(1,137,542		)	—			3,259,995
Income (loss) before income taxes	3,248,620		1,531,922			(1,132,176		)	(398,816		)	3,249,550
Income tax benefit (expense)	108,854		(2,902		)	1,972			—			107,924
Net income (loss)	3,357,474		1,529,020			(1,130,204		)	(398,816		)	3,357,474
Less: net income attributable to noncontrolling interest	24,321		—			24,321			(24,321		)	24,321
Net income (loss) attributable to Station Casinos, Inc. stockholders/Green Valley Ranch Gaming, LLC members	$	3,333,153	$	1,529,020		$	(1,154,525	)	$	(374,495	)	$	3,333,153

121

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	435,619		$	263,782		$	—		$	699,401
Food and beverage	—			116,335			46,880			—			163,215
Room	—			60,349			13,105			—			73,454
Other	171			29,711			29,204			—			59,086
Management fees	23,452			—			22,394			(23,452		)	22,394
Gross revenues	23,623			642,014			375,365			(23,452		)	1,017,550
Promotional allowances	—			(50,354		)	(22,241		)	—			(72,595		)
Net revenues	23,623			591,660			353,124			(23,452		)	944,955
Operating costs and expenses:
Casino	—			181,544			107,624			—			289,168
Food and beverage	—			74,829			32,482			—			107,311
Room	—			24,791			7,530			—			32,321
Other	—			10,363			9,616			—			19,979
Selling, general and administrative	(1,342		)	127,870			92,951			—			219,479
Corporate	34,205			—			694			—			34,899
Development and preopening	5,119			177			10,976			—			16,272
Depreciation and amortization	8,886			93,464			50,966			—			153,316
Management fee expense	—			14,122			9,330			(23,452		)	—
Impairment of goodwill	—			14,100			46,286			—			60,386
Impairment of intangible assets and other assets	683			269			200,682			—			201,634
Write-downs and other charges, net	16,610			1,452			1,183			—			19,245
	64,161			542,981			570,320			(23,452		)	1,154,010
Operating (loss) income	(40,538		)	48,679			(217,196		)	—			(209,055		)
Losses from subsidiaries	(323,868		)	—			—			323,868			—
Losses from joint ventures	—			—			(248,495		)	—			(248,495		)
Gain on dissolution of joint venture	—			—			124,193			—			124,193
Operating (loss) income and earnings (losses) from subsidiaries and joint ventures	(364,406		)	48,679			(341,498		)	323,868			(333,357		)
Other expense:
Interest expense, net	(56,732		)	(32,830		)	(15,020		)	—			(104,582		)
Interest and other expense from joint ventures	—			—			(66,709		)	—			(66,709		)
Change in fair value of derivative instruments	—			(42		)	—			—			(42		)
	(56,732		)	(32,872		)	(81,729		)	—			(171,333		)
(Loss) income before income taxes and reorganization items	(421,138		)	15,807			(423,227		)	323,868			(504,690		)

122

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non–Guarantor Subsidiaries			Eliminations		Consolidated
Reorganization items, net	(46,781		)	(34,760		)	(1,207		)	—		(82,748		)
Loss before income taxes	(467,919		)	(18,953		)	(424,434		)	323,868		(587,438		)
Income tax (expense) benefit	(97,523		)	6,400			113,119			—		21,996
Net loss	(565,442		)	(12,553		)	(311,315		)	323,868		(565,442		)
Less: net loss attributable to noncontrolling interest	(1,673		)	—			(1,673		)	1,673		(1,673		)
Net loss attributable to Station Casinos, Inc. stockholders/Green Valley Ranch Gaming, LLC members	$	(563,769	)	$	(12,553	)	$	(309,642	)	$	322,195	$	(563,769	)

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2012

(amounts in thousands)

	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	11,712		$	101,708	$	46,647		$	(148,355	)	$	11,712
Other comprehensive income:
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(18,918		)	—		(5,184		)	5,184			(18,918		)
Less: Reclassification of unrealized loss on interest rate swaps into income	13,187			—		4,411			(4,411		)	13,187
Unrealized loss on interest rate swaps, net	(5,731		)	—		(773		)	773			(5,731		)
Unrealized gain on available—for—sale securities	213			—		—			—			213
Comprehensive income	6,194			101,708		45,874			(147,582		)	6,194
Less: comprehensive loss attributable to noncontrolling interests	(1,606		)	—		(1,606		)	1,606			(1,606		)
Comprehensive income attributable to Station Casinos LLC members	$	7,800		$	101,708	$	47,480		$	(149,188	)	$	7,800

123

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM JUNE 17, 2011 THROUGH DECEMBER 31, 2011

(amounts in thousands)

	Successor
	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(20,138	)	$	42,595	$	4,801		$	(47,396	)	$	(20,138	)
Other comprehensive (loss) income:
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(25,546		)	—		(8,450		)	8,450			(25,546		)
Less: Reclassification of unrealized loss on interest rate swaps into income	5,499			—		1,704			(1,704		)	5,499
Unrealized loss on interest rate swaps, net	(20,047		)	—		(6,746		)	6,746			(20,047		)
Unrealized loss on available–for–sale securities	(107		)	—		—			—			(107		)
Comprehensive (loss) income	(40,292		)	42,595		(1,945		)	(40,650		)	(40,292		)
Less: comprehensive income attributable to noncontrolling interests	4,955			—		4,955			(4,955		)	4,955
Comprehensive (loss) income attributable to Station Casinos LLC members	$	(45,247	)	$	42,595	$	(6,900	)	$	(35,695	)	$	(45,247	)

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM JANUARY 1, 2011 THROUGH JUNE 16, 2011

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries		Non–Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	3,357,474		$	1,529,020	$	(1,130,204	)	$	(398,816	)	$	3,357,474
Other comprehensive income (loss):
Unrealized loss on available—for—sale securities, net of tax	25			—		—			—			25
Amortization of unrecognized pension and postretirement benefit plan liabilities, net of tax	(19		)	—		—			—			(19		)
Comprehensive income (loss)	3,357,480			1,529,020		(1,130,204		)	(398,816		)	3,357,480
Less: comprehensive income attributable to noncontrolling interests	24,321			—		24,321			(24,321		)	24,321
Comprehensive income (loss) attributable to Station Casinos, Inc. stockholders	$	3,333,159		$	1,529,020	$	(1,154,525	)	$	(374,495	)	$	3,333,159

124

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Net loss	$	(565,442	)	$	(12,553	)	$	(311,315	)	$	323,868		$	(565,442	)
Other comprehensive income (loss):
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	—			—			—			—			—
Less: Reclassification of unrealized gain on interest rate swaps into operations	1,985			—			1,985			(1,985		)	1,985
Unrealized gain on interest rate swaps, net	1,985			—			1,985			(1,985		)	1,985
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		)
Comprehensive loss	(564,477		)	(12,553		)	(309,330		)	321,883			(564,477		)
Less: comprehensive loss attributable to noncontrolling interests	(1,673		)	—			(1,673		)	1,673			(1,673		)
Comprehensive loss attributable to Station Casinos, Inc. stockholders	$	(562,804	)	$	(12,553	)	$	(307,657	)	$	320,210		$	(562,804	)

125

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2012

(amounts in thousands)

	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income	$	11,712		$	101,708		$	46,647		$	(148,355	)	$	11,712
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,161			67,938			61,071			—			132,170
Change in fair value of derivative instruments	—			—			921			—			921
Provision for doubtful accounts	—			11			1,594			—			1,605
Write—downs and other charges, net	(11		)	419			63			—			471
Impairment of intangible assets and other assets	—			—			12,973			—			12,973
Earnings from subsidiaries	(148,355		)	—			—			148,355			—
Amortization of debt discount and debt issuance costs	51,030			—			19,230			—			70,260
Interest — paid in kind	—			—			4,106			—			4,106
Share—based compensation expense	—			1,131			1,534			—			2,665
Earnings from joint ventures	—			—			(1,773		)	—			(1,773		)
Distributions from joint ventures	—			—			1,847			—			1,847
Gain on Native American development	—			—			(102,816		)	—			(102,816		)
Loss on extinguishment of debt	—			—			51,796			—			51,796
Changes in assets and liabilities:
Restricted cash	(9		)	—			34			—			25
Receivables, net	(12		)	(191		)	(2,705		)	—			(2,908		)
Inventories and prepaid expenses	289			2,704			600			—			3,593
Accounts payable	359			1,377			2,505			—			4,241
Accrued interest payable	3,532			—			1,526			—			5,058
Accrued expenses and other current liabilities	(769		)	6,338			3,295			—			8,864
Intercompany receivables and payables	147,218			(147,325		)	107			—			—
Other, net	134			(142		)	1,822			—			1,814
Net cash provided by operating activities	68,279			33,968			104,377			—			206,624
Cash flows from investing activities:
Capital expenditures, net of related payables	(1,839		)	(28,654		)	(31,484		)	—			(61,977		)
Proceeds from sale of property and equipment	13			60			835			—			908
Acquisition of Fertitta Interactive	—			—			(7,741		)	—			(7,741		)
Distributions in excess of earnings from joint ventures	—			—			492			—			492
Distributions from subsidiaries	59,525			—			—			(59,525		)	—
Proceeds from repayment of Native American development costs	—			—			195,779			—			195,779
Native American development costs	—			—			(19,882		)	—			(19,882		)
Other, net	(45		)	(211		)	(5,851		)	—			(6,107		)

126

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued)

FOR THE YEAR ENDED DECEMBER 31, 2012

(amounts in thousands)

	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Net cash provided by (used in) investing activities	57,654			(28,805		)	132,148			(59,525		)	101,472
Cash flows from financing activities:
Borrowings under credit agreements with original maturities greater than three months	97,000			—			574,687			—			671,687
Payments under credit agreements with original maturities of three months or less, net	(3,400		)	—			(7,800		)	—			(11,200		)
Payments under credit agreements with original maturities greater than three months	(190,110		)	—			(690,501		)	—			(880,611		)
Cash paid for early extinguishment of debt	—			—			(9,882		)	—			(9,882		)
Distributions to members and noncontrolling interests	(9,240		)	—			(70,827		)	59,525			(20,542		)
Deemed distribution	(12,638		)	—			—			—			(12,638		)
Debt issuance costs	(758		)	—			(15,663		)	—			(16,421		)
Payments on other debt	(1,526		)	(244		)	(117		)	—			(1,887		)
Capital contributions from noncontrolling interests	—			—			8,616			—			8,616
Net cash used in financing activities	(120,672		)	(244		)	(211,487		)	59,525			(272,878		)
Cash and cash equivalents:
Increase in cash and cash equivalents	5,261			4,919			25,038			—			35,218
Balance, beginning of period	(2,420		)	49,354			46,728			—			93,662
Balance, end of period	$	2,841		$	54,273		$	71,766		$	—		$	128,880
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	72,586		$	160		$	36,129		$	—		$	108,875
Non-cash investing and financing activities:
Change in property and equipment included in accrued expenses and other current liabilities	$	—		$	10,648		$	11,635		$	—		$	22,283
Equity issued to noncontrolling interests in Fertitta Interactive in settlement of notes payable	$	—		$	—		$	8,148		$	—		$	8,148

127

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JUNE 17, 2011 THROUGH DECEMBER 31, 2011

(amounts in thousands)

	Successor
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(20,138	)	$	42,595		$	4,801		$	(47,396	)	$	(20,138	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	1,274			35,367			30,382			—			67,023
Provision (recovery) for doubtful accounts	—			(127		)	532			—			405
Write—downs and other charges, net	554			1,913			779			—			3,246
Impairment of intangible assets and other assets	—			—			2,100			—			2,100
Earnings from subsidiaries	(47,396		)	—			—			47,396			—
Amortization of debt discount and debt issuance costs	30,878			—			8,467			—			39,345
Interest — paid in kind	—			—			2,138			—			2,138
Earnings from joint ventures	—			—			1,533			—			1,533
Gain on extinguishment of debt	—			—			(1,183		)	—			(1,183		)
Changes in assets and liabilities:
Restricted cash	28,417			—			5,716			—			34,133
Receivables, net	89			821			(4,600		)	—			(3,690		)
Inventories and prepaid expenses	(2,111		)	(2,264		)	(1,952		)	—			(6,327		)
Accounts payable	(4,776		)	(7,289		)	(9,907		)	—			(21,972		)
Accrued interest payable	1,643			7			1,138			—			2,788
Accrued expenses and other current liabilities	(32,632		)	4,354			(7,050		)	—			(35,328		)
Intercompany receivables and payables	49,360			(58,197		)	8,837			—			—
Other, net	(1,091		)	828			675			—			412
Net cash provided by operating activities	4,071			18,008			42,406			—			64,485
Cash flows from investing activities:
Capital expenditures, net of related payables	2,018			(16,992		)	(11,951		)	—			(26,925		)
Proceeds from sale of property and equipment	—			117			128			—			245
Distributions in excess of earnings from joint ventures	—			—			882			—			882
Distributions from subsidiaries	1,024			—			—			(1,024		)	—
Proceeds from repayment of Native American development costs	—			—			32,305			—			32,305
Native American development costs	—			—			(4,873		)	—			(4,873		)
Other, net	—			67			(2,540		)	—			(2,473		)
Net cash provided by (used in) investing activities	3,042			(16,808		)	13,951			(1,024		)	(839		)

128

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS (continued)

FOR THE PERIOD FROM JUNE 17, 2011 THROUGH DECEMBER 31, 2011

(amounts in thousands)

	Successor
	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	8,400			—			7,800			—		16,200
Payments under credit agreements with original maturities greater than three months	(23,246		)	—			(62,603		)	—		(85,849		)
Distributions to members and noncontrolling interests	(56		)	—			(6,731		)	1,024		(5,763		)
Debt issuance costs	(386		)	—			(81		)	—		(467		)
Payments on other debt	(769		)	(116		)	(4,575		)	—		(5,460		)
Net cash used in financing activities	(16,057		)	(116		)	(66,190		)	1,024		(81,339		)
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents	(8,944		)	1,084			(9,833		)	—		(17,693		)
Balance, beginning of period	6,524			48,270			56,561			—		111,355
Balance, end of period	$	(2,420	)	$	49,354		$	46,728		$	—	$	93,662
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	33,181		$	43		$	18,623		$	—	$	51,847

129

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1, 2011 THROUGH JUNE 16, 2011

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net income (loss)	$	3,357,474		$	1,529,020		$	(1,130,204	)	$	(398,816	)	$	3,357,474
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	3,822			42,237			15,103			—			61,162
Change in fair value of derivative instruments	(397		)	—			—			—			(397		)
Provision for doubtful accounts	—			761			786			—			1,547
Write—downs and other charges, net	633			2,206			510			—			3,349
Earnings from subsidiaries	(398,816		)	—			—			398,816			—
Amortization of debt discount and debt issuance costs	—			—			196			—			196
Share—based compensation expense	6,224			—			—			—			6,224
Losses from joint ventures	—			—			16,397			—			16,397
Gain on dissolution of joint ventures	—			—			(250		)	—			(250		)
Reorganization items, net	(2,883,312		)	(1,514,225		)	1,137,542			—			(3,259,995		)
Changes in assets and liabilities:
Restricted cash	(341		)	(52,437		)	41,822			—			(10,956		)
Receivables, net	11,733			1,156			(108		)	—			12,781
Inventories and prepaid expenses	2,050			2,483			8,839			—			13,372
Deferred income tax	(102,447		)	—			(12,531		)	—			(114,978		)
Accounts payable	(7,652		)	10,489			20,184			—			23,021
Accrued interest payable	(2,873		)	797			8,545			—			6,469
Accrued expenses and other current liabilities	(11,002		)	(1,527		)	30,949			—			18,420
Intercompany receivables and payables	(4,863		)	4,395			468			—			—
Other, net	30,361			(5,827		)	8,181			—			32,715
Net cash provided by operating activities before reorganization items	594			19,528			146,429			—			166,551
Net cash used for reorganization items	(1,944,870		)	—			(626,397		)	—			(2,571,267		)
Net cash (used in) provided by operating activities	(1,944,276		)	19,528			(479,968		)	—			(2,404,716		)

130

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS (continued)

FOR THE PERIOD FROM JANUARY 1, 2011 THROUGH JUNE 16, 2011

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from investing activities:
Capital expenditures, net of related payables	(5,658		)	(7,336		)	(2,104		)	—		(15,098		)
Proceeds from sale of property and equipment	1			22			177			—		200
Distributions in excess of earnings from joint ventures	—			—			2,042			—		2,042
Native American development costs	—			—			(2,231		)	—		(2,231		)
Other, net	17,872			(13,327		)	(8,099		)	—		(3,554		)
Net cash provided by (used in) investing activities	12,215			(20,641		)	(10,215		)	—		(18,641		)
Cash flows from financing activities:
Borrowings under Successor credit agreements with original maturities greater than three months	1,660,000			—			435,704			—		2,095,704
Payments under STN Term Loan with original maturities greater than three months	(625		)	—			—			—		(625		)
Debt issuance costs	(1,619		)	—			—			—		(1,619		)
Payments on other debt	(6		)	(115		)	(765		)	—		(886		)
Proceeds from issuance of voting and non-voting units	279,000			—			—			—		279,000
Net cash provided by (used in) financing activities	1,936,750			(115		)	434,939			—		2,371,574
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	4,689			(1,228		)	(55,244		)	—		(51,783		)
Balance, beginning of period	1,835			49,498			111,805			—		163,138
Balance, end of period	$	6,524		$	48,270		$	56,561		$	—	$	111,355
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	16,715		$	16,241		$	2,639		$	—	$	35,595

131

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net loss	$	(565,442	)	$	(12,553	)	$	(311,315	)	$	323,868		$	(565,442	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	8,886			93,464			50,966			—			153,316
Change in fair value of derivative instruments	—			42			—			—			42
Impairment of goodwill	—			14,100			46,286			—			60,386
Impairment of intangible assets and other assets	683			269			200,682			—			201,634
Provision for doubtful accounts	170			804			378			—			1,352
Write—downs and other charges, net	9,092			317			51			—			9,460
Earnings from subsidiaries	323,868			—			—			(323,868		)	—
Amortization of debt discount and debt issuance costs	—			—			1,955			—			1,955
Share—based compensation	13,381			—			—			—			13,381
Losses from joint ventures	—			—			315,204			—			315,204
Gain on dissolution of joint ventures	—			—			(124,193		)	—			(124,193		)
Reorganization items, net	46,781			34,760			1,207			—			82,748
Changes in assets and liabilities:
Restricted cash	(1,548		)	(95,900		)	(21,526		)	—			(118,974		)
Receivables, net	9,311			5,617			9,492			—			24,420
Inventories and prepaid expenses	50			4,421			52			—			4,523
Deferred income tax	(71,758		)	48,625			5,871			—			(17,262		)
Accounts payable	(30		)	(3,482		)	(1,133		)	—			(4,645		)
Accrued interest payable	761			25			20,562			—			21,348
Accrued expenses and other current liabilities	97,392			(2,285		)	(94,409		)	—			698
Intercompany receivables and payables	(117,507		)	(45,513		)	163,020			—			—
Other, net	1,268			(146		)	17,169			—			18,291
Net cash (used in) provided by operating activities before reorganization items	(244,642		)	42,565			280,319			—			78,242
Net cash used for reorganization items	(57,962		)	(23,735		)	(1,111		)	—			(82,808		)
Net cash (used in) provided by operating activities	(302,604		)	18,830			279,208			—			(4,566		)
Cash flows from investing activities:
Capital expenditures, net of related payables	(8,692		)	(21,813		)	(4,250		)	—			(34,755		)
Proceeds from sale of property and equipment	—			232			639			—			871
Investments in joint ventures	—			—			(3,509		)	—			(3,509		)
Loans under DIP financing	—			—			(307,382		)	307,382			—

132

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONSOLIDATING STATEMENTS OF CASH FLOWS (continued)

FOR THE YEAR ENDED DECEMBER 31, 2010

(amounts in thousands)

	Predecessors
	Parent			Guarantor Subsidiaries			Non—Guarantor Subsidiaries			Eliminations			Consolidated
Distributions from subsidiaries, net of investments	3,312			—			—			(3,312		)	—
Distributions in excess of earnings from joint ventures	—			—			6,112			—			6,112
Native American development costs	—			—			(16,007		)	—			(16,007		)
Proceeds from repayment of Native American development costs	—			—			42,806			—			42,806
Other, net	(19		)	327			(10,795		)	—			(10,487		)
Net cash used in investing activities	(5,399		)	(21,254		)	(292,386		)	304,070			(14,969		)
Cash flows from financing activities:
Borrowings under DIP financing	307,382			—			—			(307,382		)	—
Borrowings under STN Term Loan with original maturities greater than three months	2,870			—			—			—			2,870
Payments under STN Term Loan with original maturities greater than three months	(2,500		)	—			—			—			(2,500		)
Distribution to Station Casinos, Inc.	—			—			(3,312		)	3,312			—
Payments on other debt	(10		)	(221		)	(442		)	—			(673		)
Net cash provided by (used in) financing activities	307,742			(221		)	(3,754		)	(304,070		)	(303		)
Cash and cash equivalents:
Decrease in cash and cash equivalents	(261		)	(2,645		)	(16,932		)	—			(19,838		)
Balance, beginning of period	2,096			52,143			128,737			—			182,976
Balance, end of period	$	1,835		$	49,498		$	111,805		$	—		$	163,138
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	42,707		$	33,089		$	1,220		$	—		$	77,016

24.    Subsequent Event — Refinancing Transactions

In March 2013, the Company completed a series of transactions to refinance certain pieces of its outstanding indebtedness as described below.

Tender Offer

On February 14, 2013, the Company commenced a cash tender offer and consent solicitation for any and all of its Senior Notes pursuant to which the Company offered to purchase the Senior Notes at a purchase price of $991.50 in cash, plus a $10.00 consent payment, per $1,000 in principal amount (the “Tender Offer”). The Tender Offer was completed, and the Company repurchased all of the Senior Notes on March 1, 2013.

133

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.50% Senior Notes

In March 2013, the Company issued, in a private offering, $500 million aggregate principal amount of 7.50% senior notes due March 1, 2021(the “7.50% Senior Notes”) pursuant to an indenture, dated as of March 1, 2013 (the “7.50% Senior Notes Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee. Interest is due March 1 and September 1 of each year commencing September 1, 2013. On or after March 1, 2016, the Company may redeem the 7.50% Senior Notes, in whole or in part, at the redemption prices specified in the 7.50% Senior Notes Indenture. Prior to March 1, 2016, the Company may redeem the 7.50% Senior Notes plus accrued and unpaid interest, plus a make-whole premium. Prior to March 1, 2016, we are also entitled to redeem up to 35% of the original aggregate principal amount of the 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the 7.50% Senior Notes Indenture.

On or after March 1, 2016, the Company may redeem all or a portion of the 7.50% Senior Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest, if any, on the 7.50% Senior Notes redeemed, to the applicable redemption date, if redeemed during the 12-month period beginning on March 1 of the years indicated below:

Year	Percentage
2016	105.625	%
2017	103.750	%
2018	101.875	%
2019 and thereafter	100.000	%

If the Company experiences certain change of control events (as defined in the indenture), the Company must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 7.50% Senior Notes plus accrued and unpaid interest thereon to the date of repurchase.

The indenture contains certain customary covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to incur or guarantee additional debt, create liens, transfer and sell assets, merge consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates, engage in lines of business other than its core business and related businesses; and creates restrictions on dividends or distributions (other than customary tax distributions) or other payments by the Company and its restricted subsidiaries. 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 7.50% Senior Notes to be declared due and payable.

The net proceeds of this issue, together with borrowings under the new $1,625.0 million term loan and $350.0 million revolving credit facility (described below) and cash on hand, were used to (i) redeem all of our outstanding Senior Notes due 2018, (ii) repay all amounts outstanding under the $931.3 million Propco Credit Agreement, (iii) repay all amounts outstanding under the $575.0 million Opco Credit Agreement, and (iv) pay fees and expenses associated with such refinancings.

New Credit Facility

On March 1, 2013, the Company entered into a new credit facility, which includes a $1,625.0 million term loan facility (the “Term Loan Facility”) and a $350.0 million revolving credit facility (the “Revolving Credit Facility”) (together the “New Credit Facility”).

The Term Loan Facility is fully drawn and will mature on March 1, 2020. Subject to the satisfaction of the conditions to borrowing set forth therein, amounts may be borrowed under the Revolving Credit Facility, which shall be fully available at any time prior to maturity on March 1, 2018. At the Company’s option, the Company has the right to increase its borrowings under the New Credit Facility in an aggregate total principal amount not to exceed the greater of (a) $350.0 million and (b) an unlimited amount (subject to certain conditions and pro forma first lien leverage of less than or equal to 4.50x).

134

STATION CASINOS LLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The interest rates under the Revolving Credit Facility are at the Company’s option, either (i) LIBOR plus up to 3.50%, or (ii) a base rate plus up to 2.50%. The interest rates under the Term Loan Facility are at the Company’s option, either (i) LIBOR plus 4.00%, or (ii) a base rate plus 3.00%; provided, however, that in no event will LIBOR be less than 1.00% over the term of the Term Loan Facility. Additionally, the Company will be subject to fees of 0.50% per annum on the unused portion of the Revolving Credit Facility.

All of the Company’s obligations under the New Credit Facility are guaranteed by the Guarantors. The New Credit Facility is secured by substantially all of the Company’s current and future personal property assets and substantially all current and future personal property assets of the Guarantors and mortgages on the real property and improvements owned or leased by the following subsidiaries: NP Boulder LLC, NP Lake Mead LLC, NP Fiesta LLC, NP Palace LLC, NP Red Rock LLC, NP Santa Fe LLC, NP Sunset LLC, NP Texas LLC, and Station GVR Acquisition, LLC and certain after-acquired real property based on thresholds. The New Credit Facility is also secured by a pledge of all the Company’s equity.

The Company will be required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the sum of the original principal amount and the aggregate amount of any increased commitments under the Term Loan Facility beginning on June 30, 2013. In addition to the scheduled principal amortization payments on the Term Loan Facility, the Company will be required to make certain mandatory prepayments on the Term Loan Facility with a portion of its excess cash flow as follows: (A)(i) 50% of excess cash flow so long as no default has occurred and its total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0.0% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 3.50 to 1.00 and (B) 100% of all net cash proceeds of asset sales or other dispositions, the issuance or incurrence of additional debt, and receipt of insurance proceeds and condemnation awards, in each case subject to certain customary carve-outs and reinvestment provisions.

The Company must pay a premium if it prepays the Term Loan Facility prior to March 1, 2014. On or after March 1, 2014, the Company may, at its option, prepay the Term Loan Facility at par. On March 1, 2013, the Company entered into agreements (i) modifying its existing interest rate swap to incorporate certain terms from the New Credit Facility and (ii) assuming and modifying an existing interest rate swap under the Opco Credit Agreement.

The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things, restrict, subject to certain exceptions, the Company’s ability and the ability of the Guarantors to incur additional indebtedness or become a guarantor; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions (as described below); make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the New Credit Facility also includes requirements that the Company maintain a maximum total leverage ratio ranging from 8.00 to 1.00 in 2013 to 5.50 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 2.00 to 1.00 in 2013 to 3.00 to 1.00 in 2017, and a minimum interest coverage ratio, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants.

The credit agreement governing the New Credit Facility contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

135

25.    Quarterly Financial Information (Unaudited)

The following tables present the Company’s quarterly results of operations (amounts in thousands):

Successor

	Year Ended December 31, 2012
	FirstQuarter		SecondQuarter		ThirdQuarter		FourthQuarter
Station Casinos LLC
Net revenues	$	318,199	$	312,339	$	295,788	$	303,150
Operating income	57,995		49,450		7,395		34,505
Net income (loss)	8,920		7,139		5,512		(9,859		)
Net income (loss) attributable to Station Casinos LLC members	6,834		6,547		7,799		(7,862		)

	Period From 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	(1,443		)	(18,370		)	(325		)
Net loss attributable to Station Casinos LLC members	(1,747		)	(19,164		)	(4,182		)

Predecessors

	Period From January 1, 2011 Through June 16, 2011
	FirstQuarter			April 1, 2011 through June 16, 2011
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
Net (loss) income attributable to Station Casinos, Inc. stockholders	(11,826		)	3,344,979
Green Valley Ranch Gaming, LLC
Net revenues	$	45,770		$	38,282
Operating income	6,775			5,172
Net (loss) income	(14,694		)	641,058

Results for the year ended December 31, 2012 includes results of operations of Fertitta Interactive for periods subsequent to April 30, 2012. Results of operations for the second and third quarters of 2012 have been retrospectively adjusted to reflect the combined results of the Company and Fertitta Interactive. See Note 2 for additional information.

STN’s results of operations for the first quarter of 2011 include reorganization items, net of $9.6 million related to the Chapter 11 Case.

STN and GVR Predecessor’s results for the period from April 1, 2011 through June 16, 2011 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.

136

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, 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”)). In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, and are 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 the 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 (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) 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.

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, 2012. 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, 2012, 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 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, 2012, 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.

137

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Managers consist of up to eight members designated as follows: (i) up to three individuals designated by FI Station Investor and its affiliates (the “Fertitta Directors”); (ii) up to two individuals designated by German American Capital Corporation (the “Lender Directors”); and (iii)  up to two individuals that qualify as “independent” based upon the listing standards of the New York Stock Exchange (“NYSE”) designated by the Fertitta Directors, subject to the approval of the Lender Directors.

Set forth below are the names, ages, positions and biographical information of our managers and executive officers.

Name	Age	Position
Frank J. Fertitta III (*)	51	Manager and Chief Executive Officer
Stephen L. Cavallaro	55	President
Marc J. Falcone	40	Executive Vice President, Chief Financial Officer and Treasurer
Richard J. Haskins	49	Executive Vice President, General Counsel and Secretary
Kevin L. Kelley (**)	55	Executive Vice President and Chief Operating Officer
Scott M Nielson	55	Executive Vice President and Chief Development Officer
Lorenzo J. Fertitta (*)	44	Manager
Robert A. Cashell, Jr.	47	Manager
James E. Nave, D.V.M.	68	Manager
Robert E. Lewis	67	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 of Fertitta Entertainment since April 2011, the Chief Executive Officer of the Company since January 2011, and a member of the Company’s Board of Managers since June 2011. Mr. Fertitta also served as the Company’s President from January 2011 to October 2012. 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 June 17, 2011,  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.

Stephen L. Cavallaro. Mr. Cavallaro has served as President of Fertitta Entertainment and the Company since October 2012. Mr. Cavallaro served as the Chairman, President and Chief Executive Officer of Cavallaro Consulting Group from 2005 to 2012. From 2001 to 2004, Mr. Cavallaro was Executive Vice President and Chief Operating Officer of Station Casinos, Inc. From 2000 to 2001, he served as Chairman, President and CEO of Cavallaro Consulting Group. Mr. Cavallaro served as President and Chief Executive Officer of Travelscape.com from 1999 to 2000. Mr. Cavallaro served as Executive Vice President and Chief Operating Officer of Harveys Casino Resorts from 1996 to 1999. From 1994 to 1995, he served as Senior Vice President and General Manager of Hard Rock Hotel & Casino.

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. Mr. Falcone also serves as the Company’s Treasurer. 

138

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.

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 June 17, 2011.  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 June 17, 2011. 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 June 17, 2011.  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 June 17, 2011. 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. He has been involved in the gaming industry for over 25 years, beginning in management training in 1979 at Boomtown Hotel and 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. which owns and operates 5 casinos within TA and Petro Travel Centers in northern and southern Nevada under the brand name Alamo Casino. Since 2001, Mr. Cashell has owned and served as President of Topaz Lodge and Casino in Gardnerville, Nevada. Between 2003 and 2007, Mr. Cashell managed other gaming properties in Nevada on behalf of owners and investment groups. In 2013, Mr. Cashell acquired the Winners Inn and Pete’s Gambling Hall in Winnemucca, Nevada and serves as the company’s President. Since 2000, Mr. Cashell has served as the Chairman of Heritage Bancorp and Heritage Bank of 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.

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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 June 17, 2011. 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 the chairman 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 of the Nevada Development Authority, served as its Secretary from 1995 to 1997, and served as its Legislative Committee Co-Chairman for a number of years. 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 2012.

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 and Robert A. Cashell, Jr. 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 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 and Cashell would be considered independent directors (as independence is defined in Section 303A.02 of the listing standards of the NYSE).

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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 and Chief Executive Officer of the Company. The Board of Managers 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, 2012 identified below, whom we refer to as our “Named Executive Officers”:

·Frank J. Fertitta III, Manager and Chief Executive Officer;

·Stephen L. Cavallaro, President;

·Marc J. Falcone, Executive Vice President, Chief Financial Officer and Treasurer;

·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, 2012. The Company did not provide compensation to Fertitta Entertainment or the Named Executive Officers prior to June 17, 2011.

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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, 2012.

Respectfully Submitted,

Frank J. Fertitta III

Lorenzo J. Fertitta

Robert A. Cashell, Jr.

James E. Nave, D.V.M.

Robert E. Lewis

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 executive capacities during the year ended December 31, 2012 and the period from June 17, 2011 through December 31, 2011.

Name and Principal Position	Year	Salary($)(a)		Bonus($)(b)		StockAwards($)(c)		OptionAwards($)(d)		All OtherCompensation($)(e)		Total($)
Frank J. Fertitta III	2012	$	1,000,000	$	1,000,000	$	—	$	—	$	444,149	$	2,444,149
Chairman of the Board and Chief Executive Officer	2011	523,077		1,000,000		—		—		180,365		1,703,442
Stephen L. Cavallaro	2012	219,484		750,000		—		—		41,057		1,010,541
President
Marc J. Falcone	2012	537,692		375,000		—		—		120,018		1,032,710
Executive Vice President, Chief Financial Officer and Treasurer	2011	266,017		1,063,700		—		—		51,128		1,380,845
Richard J. Haskins	2012	518,846		375,000		—		—		16,010		909,856
Executive Vice President, General Counsel and Secretary	2011	261,538		250,000		—		—		12,400		523,938
Kevin L. Kelley	2012	768,846		562,500		—		—		29,816		1,361,162
Executive Vice President and Chief Operating Officer	2011	392,308		375,000		—		—		22,564		789,872
Scott M Nielson	2012	518,846		375,000		—		—		19,201		913,047
Executive Vice President and Chief Development Officer	2011	261,538		250,000		—		—		16,210		527,748

(a)Amounts shown are 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)All Other Compensation for 2012 consists of the following:

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Benefits and Perquisites ($)	Frank J. Fertitta III		Stephen L. Cavallaro			Marc J. Falcone			Richard J. Haskins		Kevin L. Kelley		Scott M Nielson
Life insurance	$	216,890	$	—		$	4,005		$	2,700	$	6,860	$	—
Supplemental long-term disability	—		—			—			—		9,701		6,660
Executive medical	102,259		8,836			26,300			7,000		13,255		2,541
Club membership & dues	—		—			—			2,810		—		—
Tax preparation services	—		—			6,000			3,500		—		10,000
Director fees	125,000		—			—			—		—		—
Other	—		32,221		(f)	83,713		(g)	—		—		—
Total	$	444,149	$	41,057		$	120,018		$	16,010	$	29,816	$	19,201

(f)Includes legal fees of $6,720 and a non-cash gift of $25,501.

(g)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.

Discussion of Summary Compensation 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 2012 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 December 31, 2012 and the period from June 17, 2011 through December 31, 2011 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 Mr. Falcone on October 29, 2009, with Messrs. Haskins, Kelley and Nielson as of June 16, 2011, and with Mr. Cavallaro on October 10, 2012 (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, Mr. Nielson has agreed to serve as Executive Vice President and Chief Development Officer of Fertitta Entertainment and Mr. Cavallaro has agreed to serve as President 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. Cavallaro shall receive $1,000,000, 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.

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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 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 majority 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. Cavallaro, who is expected to receive grants of FE Profit Interests and FI Profit Interests in accordance with his employment agreement, and 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 June 16, 2011 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 October 28, 2011 and on each of first three anniversaries thereof, 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. It is expected that 25% of the Profit Interests granted to Mr. Cavallaro will vest on each of the first two anniversaries of the date that he commenced employment with Fertitta Entertainment and that the remaining 50% will vest on the third anniversary of such 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 or to be held by the Named Executive Officers represent approximately 13.0% and 12.5% 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, 2012.

	Stock Awards
Name	Number of Shares or Unitsof Stock That Have Not Vested(#)(a)	Market Value of Shares or Units of Stock That Have Not Vested($)(b)
Frank J. Fertitta III	—	—
Stephen L. Cavallaro	—	—
	1,000 FE
Marc J. Falcone (1)	3,386,689 FI	—
	1,500 FE
Richard J. Haskins (2)	3,386,689 FI	—
	1,500 FE
Kevin L. Kelley (3)	3,386,689 FI	—
	1,500 FE
Scott M Nielson (4)	3,386,689 FI	—

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(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, 2013 and and on the following anniversary of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2013 and each of the following two anniversaries of such date.

(2)           Mr. Haskins’ unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2013 and each of the following two anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2013 and each of the following two anniversaries of such date.

(3)           Mr. Kelley’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2013 and each of the following two anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2013 and each of the following two anniversaries of such date.

(4)Mr. Nielson’s unvested stock awards will vest as follows:

500 FE Profit Interests will vest on June 16, 2013 and each of the following two anniversaries of such date. 1,128,896.5 FI Profit Interests will vest on October 28, 2013 and each of the following two 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. The obligations with respect to FE Profit Interests an FI Profit Interests are obligations exclusively of Fertitta Entertainment and FI Station Investor, respectively. As such, 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.

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STOCK VESTED DURING 2012

The following table sets forth information concerning the vesting of stock awards during the year ended December 31, 2012:

	Stock Awards
Name	Number of Shares Acquired on Vesting(#)(a)	Value Realized on Vesting($)(b)
Frank J. Fertitta III	—	—
Stephen L. Cavallaro	—	—
Marc. J. Falcone	500 FE	—
	1,128,897 FI	—
Richard J. Haskins	500 FE	—
	1,128,897 FI	—
Kevin L. Kelley	500 FE	—
	1,128,897 FI	—
Scott M Nielson	500 FE	—
	1,128,897 FI	—

(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. The obligations with respect to FE Profit Interests and FI Profit Interests are obligations exclusively of Fertitta Entertainment and FI Station Investor, respectively. As such, 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.

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL

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 (in the case of Mr. Cavallaro, subject to a material financial harm qualifier)

·has been convicted of any felony;

·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.

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The definition of “Cause” under the Employment Agreements of Messrs Falcone, Kelley, Haskins and Nielson contains an additional proviso that the applicable Named Executive Officer has been determined by the managing members (or their designees) of Fertitta Entertainment to have breached a material representation of the applicable Named Executive Officer in the Employment Agreement.

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.

Payments Upon Change in Control

Upon the occurrence of a change of control at the Company, the FI Profit Interests will immediately vest. The market value of the FI Profit Interests is not readily determinable as they represent indirect interests in profit units of a private limited liability company. The obligations with respect to the FI Profit Interests are obligations exclusively of FI Station Investor. As such, none of the Named Executive Officers would receive any payments from the Company in connection with the vesting of the FI Profit Interests upon a change of control at the Company.

MANAGER COMPENSATION FOR 2012

The following table discloses the compensation for members of our Board of Managers for the year ended December 31, 2012:

Name	Fees Earned orPaid in Cash($)		All OtherCompensation($)		Total($)
Frank J. Fertitta III	$	125,000	$	—	$	125,000
Lorenzo J. Fertitta	125,000		34,748		159,748
James E. Nave, D.V.M.	125,000		—		125,000
Robert A. Cashell, Jr.	125,000		—		125,000
Robert E. Lewis	125,000		—		125,000
Stephen J. Greathouse (1)	41,667		—		41,667

(1)Mr. Greathouse resigned from our Board of Managers effective April 30, 2012 in connection with the sale by JPMorgan Chase Bank, N.A. of all of its equity interests in Holdco.

Discussion of Manager Compensation Table

Each member of the Board of Managers receives cash compensation for services to the Company, including service on committees of the Board of Managers. Compensation paid to members of the Board of Managers is $125,000 annually, 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.

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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., and Robert E. Lewis. Frank J. Fertitta III is an officer of the Company and of certain of our subsidiaries. During the year ended December 31, 2012, 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, other than Fertitta Entertainment, 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, 2013, beneficially owned 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)	100.0	100.0	%	—	—	%
Station Holdco LLC (b)	—	—	%	100	100.0	%
FI Station Investor LLC	—	—	%		58.1	%*
German American Capital Corporation (c)	—	—	%		25.0	%*
Oaktree SC Investments CTB, LLC (d)					5.6	%*
FMR LLC (e)					8.7	%*
Frank J. Fertitta III	61.4	61.4	%		58.1	%*
Lorenzo J. Fertitta	61.4	61.4	%		58.1	%*
Robert A. Cashell, Jr.	38.6	38.6	%		—	%
Named Executive Officers and Managers as a Group (f)	100.0	100.0	%		58.1	%

*    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, (ii) Lorenzo J. Fertitta, and (iii) Robert A. Cashell Jr., who is designated as a member of Station Voteco by German American Capital Corporation. 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 and Robert A. Cashell, Jr. is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

(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, and(iii) certain former unsecured creditors of STN. The address of Station Holdco is 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

(c)The address of German American Capital Corporation is 60 Wall Street, New York, NY.

(d)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.

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(e)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.

(f)Named executive offices and managers as a group consist of nine persons.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

At December 31, 2012, none of our equity securities are authorized for issuance under equity compensation plans.

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”);

·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”); and

·Management Agreement between NP Tropicana LLC and FE Landco Management LLC for the operation and management of the Wild Wild West Gaming Hall & Hotel.

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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 year ended December 31, 2012, the Company recognized management fee expense totaling $44.6 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 year December 31, 2012, costs allocated to Fertitta Entertainment for shared services totaled $1.7 million.

Credit Agreements and Restructured Land Loan

On June 17, 2011, the Company entered into the Propco Credit Agreement, the Original Opco Credit Agreement and the Restructured Land Loan with certain lenders that include Deutsche Bank AG Cayman Islands Branch (“DB”). On September 28, 2012, the Company entered into the Opco Credit Agreement with certain lenders that included DB. The Opco Credit Agreement and Propco Credit Agreement were subsequently refinanced with borrowings under that certain Credit Agreement dated as of March 1, 2013, by and among the Company, the financial institutions from time to time named therein, and DB, as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (the “New Credit Agreement”), and proceeds of our offering of our 7.50% Senior Notes due 2021 (the “7.50% Senior Notes”). An affiliate of DB acted as a lead joint book running manager with respect to the offering of the 7.50% Senior Notes. German American Capital Corporation, an affiliate of DB, owns approximately 25% of the units of Station Holdco, the owner of all of the Company’s Non-Voting Units, has the right to designate members that hold 38.6% of the units of Station Voteco, the owner of all of the Company’s Voting Units, and has the right to designate up to two individuals to serve on the Company’s Board of Managers. The members of our Board of Managers that are designated by German American Capital Corporation could be deemed to have a material direct or indirect interest in the New Credit Agreement and the Restructured Land Loan by virtue of its relationship with DB.

Boulder Station Lease

The Company leases 27 acres of land on which a portion of Boulder Station is located pursuant to 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, who is a member of the Company’s Board of Managers and Chief Executive Officer, and Lorenzo J. Fertitta, who is 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 June 2013, subject to periodic increases commensurate with the fair market value of the land and a cost of living factor. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party. 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 pursuant to a ground lease 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 through July 2015, subject to periodic increases commensurate with the fair market value of the land and a cost of living factor. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party. See Item 2. Properties for details on the Texas Station lease.

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Fertitta Interactive Investment

On November 16, 2012, the Company acquired a 50.1% ownership interest in Fertitta Interactive from affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta for a purchase price of approximately $20.7 million. Fertitta Interactive operates Ultimate Gaming and was formed in 2011 with the purchase of Cyber-Arts, an Oakland, California based company, which has developed a real money and social gaming platform under the Ultimate Gaming brand. Entities owned by Frank J. Fertitta III and Lorenzo J. Fertitta own a 25% interest in Fertitta Interactive.

Fertitta Acquisitionsco Services Agreement

Fertitta Acquisitionsco LLC (“Acquisitionsco”), a subsidiary of Fertitta Interactive, acquired substantially all of the assets of Cyberarts Licensing LLC on October 24, 2011.  In connection with such acquisition, Acquisitionsco entered into a Services Agreement with Fertitta Entertainment, dated as of November 1, 2011 and amended as of March 1, 2012, July 1, 2012 and January 1, 2013 (as amended, the “Services Agreement”) for the provision of managerial, legal, accounting, human resources and technical services.  Pursuant to the Services Agreement,  Acquisitionsco pays a monthly fee of approximately $55,000 to Fertitta Entertainment in exchange for such services.

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 year ended December 31, 2012, the Company made payments to Zuffa totaling approximately $0.4 million for ticket purchases to, and closed circuit viewing fees of, UFC events.

Procedures for Review, Approval or Ratification of Transactions with Related Persons

Our Board of Managers has approved the related-party transaction policy and procedures for the review, approval and ratification of potential related-party transactions with of our managers and executive officers, and their immediate family members. Entry into, modification, waiver or renewal of any agreement or transaction between the Company and a related party requires a supermajority vote of the Board of Managers, which includes a majority of the Lender Directors. The Board of Managers 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. These policies and procedures are enumerated in the Equityholders Agreement.

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 and Cashell 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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Auditor Fees and Services

The following table summarizes the aggregate fees paid or accrued during 2012 and 2011 by Station to Ernst & Young, LLP, its independent auditors:

	2012		2011
Audit fees	$	1,502,924	$	991,394
Audit-related fees	12,000		24,000
Tax fees	173,572		80,249
All other fees	—		96,222

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In addition to performing the audit of the Company’s consolidated financial statements for the year ended December 31, 2012 and 2011, 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 2012 and 2011, including services provided in connection with the Company’s securities offering in 2012. Audit-related fees include fees paid by the Company for audits of employee benefit plans. Tax fees were primarily related to tax returns, cost segregation studies and tax advisory services. All other fees in 2011 primarily relate 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 2012 and 2011.

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 Financial 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, 2012.

PART IV

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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, 2012 and 2011 (Successor)
		Consolidated Statements of Operations — Year Ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (Predecessors)
		Consolidated Statements of Members’ Equity / Stockholders’ Deficit / Members’ Deficit — Year Ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (Predecessors)
		Consolidated Statements of Cash Flows — Year Ended December 31, 2012, Period from June 17, 2011 through December 31, 2011 (Successor), Period from January 1, 2011 through June 16, 2011 and Year Ended December 31, 2010 (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
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)

154

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)
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	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)
10.24	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)
10.25	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)
10.26	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)
10.27	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)
10.28	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)
10.29	Third Amendment to Credit Agreement dated as of August 20, 2012 by and among NP Opco LLC, as borrower, NP Opco Holdings, LLC, Deutsche Bank AG Cayman Islands Branch, as administrative agent and swing line lender, Deutsche Bank AG New York Branch, as L/C issuer, and each other lender party thereto. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated August 23, 2012)
10.30	Credit Agreement dated as of September 28, 2012 by and among NP Opco LLC and Station GVR Acquisition LLC, jointly and severally as Borrower, the Lenders party thereto, Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, Deutsche Bank AG New York Branch, as L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger, Joint Book Runner and Syndication Agent, Deutsche Bank Securities Inc., as Joint Lead Arranger and Joint Book Runner, and J.P. Morgan Securities LLC and Credit Suisse Securities (USA) LLC, as Joint Lead Arrangers, Joint Book Runners and Co-Documentation Agents. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated October 2, 2012)
10.31	Amendment No. 2 to Credit Agreement dated as of September 28, 2012 by and among Station Casinos LLC, the Lenders party thereto, Deutsche Bank AG New York Branch, as L/C Issuer, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent. (Incorporated herein by reference to the Company’s Current Report on Form 8-K dated October 2, 2012)
10.32	Station Holdco LLC Amended and Restated Profit Units Plan, effective as of July 1, 2012. (Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed November 14, 2012)
10.33	Form of Profit Unit Award Agreement. (Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed November 14, 2012)
10.34	Limited Liability Company Agreement of SH Employeeco LLC, dated as of July 1, 2012, by and among the members thereto and Station Holdco LLC, as manager. (Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed November 14, 2012)

155

10.35	First Amendment to Equityholders Agreement and Joinder, dated as of July 1, 2012, by and among Station Holdco LLC, FI Station Investor LLC, German American Capital Corporation and SH Employeeco LLC
14.1	Station Casinos LLC Code of Business Conduct and Ethics
21.1	Subsidiaries of the Registrant
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.

(b)None

(c)None

156

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 22, 2013			Frank J. Fertitta III
			Chief Executive Officer

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 (Principal Executive Officer)	March 22, 2013
Frank J. Fertitta III	and Manager
/s/ MARC J. FALCONE	Executive Vice President, Chief Financial Officer and Treasurer	March 22, 2013
Marc J. Falcone	(Principal Financial and Accounting Officer)
/s/ LORENZO J. FERTITTA	Manager	March 22, 2013
Lorenzo J. Fertitta
/s/ ROBERT A. CASHELL, JR.	Manager	March 22, 2013
Robert A. Cashell, Jr.
/s/ JAMES E. NAVE, D.V.M.	Manager	March 22, 2013
James E. Nave, D.V.M.
/s/ ROBERT E. LEWIS	Manager	March 22, 2013
Robert E. Lewis

157

Exhibit 14.1

Station Casinos LLC

Code of Business Conduct and Ethics

Policy Statement

Station Casinos LLC and its subsidiaries (collectively, the “Company”) are committed to maintaining the highest ethical and moral standards in all of our operations. To this end, the Board of Managers of the Company (the “Board”) has adopted the attached Code of Business Conduct and Ethics (the “Code”) to assist us in maintaining the highest ethical and moral standards; safeguarding the health and safety of the public and our Team Members; ensuring compliance with all applicable laws, rules, and regulations; and preventing fraud, mismanagement, waste and abuse at all of the Company’s facilities.

The Code’s primary purpose is to confirm the Company’s commitment to operating pursuant to the highest moral and ethical standards by encouraging Team Members to report unsafe, illegal, fraudulent or wasteful practices by any of the Company’s Team Members, agents or representatives in violation or apparent violation of the Code (“Improper Conduct”) and to reasonably protect those Team Members who make such reports (commonly referred to as “whistleblowers”) from reprisals.

All Team Members should report suspected Improper Conduct. Reports of Improper Conduct should be made to a Team Member’s supervisor or manager or directly to John Pasqualotto, the Company’s designated Ethical Ombudsman. The Ethical Ombudsman will report directly to the Company’s Compliance Committee, on a regular basis, but no less than quarterly. The Compliance Committee will report to the Board on a quarterly basis or more frequently if the Compliance Committee deems necessary.

The Company will investigate all reports of Improper Conduct. Any Team Member, agent or representative of the Company who is found to have engaged in Improper Conduct is subject to disciplinary action by the Company, up to and including suspension or termination of the employment or agency relationship, and civil or criminal prosecution when warranted.

This Code is intended to complement and supplement existing policies and legal requirements. No statement in this Code is intended to authorize, or to prohibit disciplinary and/or legal action against, a Team Member who knowingly discloses information recognized or designated as confidential under law. Where provisions exist elsewhere under law or Company policy governing information disclosure rights and obligations, and/or retaliation relative to such disclosures, those shall apply in lieu of those contained in this Code.

Questions related to the interpretation of this Code should be directed to the Ethical Ombudsman at 702-495-3698.

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I.Statement of Purpose

The purpose of this Code is to ensure that all Team Members (defined herein) adhere to proper legal and ethical standards in their business practices.

It is the further purpose of this Code to affirm the Company’s strong commitment to the highest standards of legal and ethical conduct in its business practices and to set forth the Company’s policies concerning these issues.

The Code applies to all directors, officers and employees of the Company and its subsidiaries (collectively, the “Team Members”). The Code is not comprehensive, in that it is not intended to, or capable of anticipating every issue that may arise. The Company encourages Team Members who have questions about the Code and its application to discuss them with John Pasqualotto, the Company’s designated Ethical Ombudsman, as well as their manager or supervisor or Richard Haskins, General Counsel.

II.Policy Guidelines and Standards of Behavior

A.Ethical Standards and Responsible Behavior.

The Company has a longstanding policy to maintain the highest ethical standards in the conduct of Company affairs and in its relationship with customers, suppliers, Team Members, advisors and the communities in which our operations are located.

As an integral member of the Station Casinos Team, you are expected to accept certain responsibilities, adhere to acceptable business principles in matters of professional conduct and exhibit a high degree of personal integrity at all times. This includes a sincere respect for the rights and feelings of others and  demands  that while performing your duties for the Company, you refrain from any behavior that might be harmful to you, your co-workers or the Company, or that might be viewed unfavorably by current or potential customers or by the public at large. While you are on duty or performing your duties on behalf of the Company, your conduct reflects on the Company. As a consequence, you are encouraged to observe the highest standards of professionalism at all times. Although this Code does not attempt to address your activities while not at work or while not performing your duties for the Company, you should be mindful that, due to the regulated nature of the industry in which we do business, the personal activities that you participate in while you are not at work can have consequences on your job and professional success.

It would be virtually impossible to cite examples of every type of activity which might give rise to a question of unethical, illegal or impermissible conduct. Therefore, it is important for each of us to rely on our own good judgment in the performance of our duties and responsibilities. Nonetheless, the following are examples of specific acts that are prohibited:

·Engaging in any illegal, unlawful or criminal conduct;

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·Falsifying employment or other Company records;

·Soliciting gratuities from customers or vendors;

·Excessive or unauthorized use of Company supplies, particularly for personal purposes;

·Theft of property from co-workers, customers or the Company;

·Possession of firearms or other weapons while on Company property or on Company business, unless in a security position that requires possession of a firearm or weapon;

·Failing to maintain the confidentiality of Company, customer, vendor or Team Member information; and

·Refusing to cooperate in any investigation by the Company.

If you are unclear as to the proper course of action, you should seek advice and counsel from the Ethical Ombudsman or Richard Haskins, General Counsel. The reputation and good name of the Company depend entirely upon the honesty and integrity of each one of us.

All Team Members, representatives and agents of the Company must conform to ethical and legal standards, abide by the law and preserve the Company’s integrity and reputation. Failure to adhere to this Code may result in disciplinary action, up to and including discharge from employment or termination of relationship with the Company.

B.Entertainment, Gifts, Favors and Gratuities.

The purpose of the Company’s policy relating to entertainment, gifts, favors and gratuities is to avoid any implication that unfair or preferential treatment will be granted or received by the Company’s Team Members, representatives and agents in their course of dealing on behalf of the Company. When in doubt as to whether conduct violates this Code, a basic consideration should be whether public disclosure would be embarrassing to the Company or the recipient. The following general guidelines are provided:

·Gifts of cash, or cash equivalents, are never permissible regardless of amount other than Team Members who receive tips in the ordinary course of their jobs.

·An especially strict standard is imposed on gifts, services or considerations of any kind from current and potential suppliers, tenants, service providers and consultants. Only those considerations which are deemed common business courtesies will be permitted.

·Gifts, favors and entertainment may be given to others, including customers, at Company expense, if they are legal, consistent with accepted business practices and not considered material to the recipient.

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Giving, offering or promising anything of value for the purpose of influencing someone in connection with Company business or a Company transaction is impermissible and may be unlawful. Similarly, it is impermissible and may be unlawful to solicit, demand or accept anything of value with the intent of being influenced or rewarded in connection with any Company business or transaction. Therefore, no Team Member, representative or agent may give or receive any gift if it could reasonably be viewed as being done to gain a business advantage for the Company or for a Team Member, representative or agent of the Company.

Team Members are not prevented from incurring normal business-related expenses for entertainment or from accepting personal mementos of minimal value. It is also acceptable to allow a supplier or customer to pay for a business meal.

C.Bribes.

The Company will pay only those representatives and agents with whom it has a formal written agreement or from whom it has an invoice detailing the business purpose and amount to be paid. A Team Member, representative or agent may make a payment to a provider of goods or services to the Company for only the amount that constitutes the proper remuneration for the service rendered or goods provided. A Team Member may not make a payment if that Team Member knows, or has reason to know, the payment will be used as a bribe.

D.“Inside” Information.

The following is a summary of the Company’s Policy on Insider Trading. For additional details please obtain a copy of the full Policy on Insider Trading from the Office of the General Counsel.

1. Clarifying the meaning of “inside” information.

U.S. Securities regulations, which regulate transactions in corporate securities (stocks and bonds), impose severe sanctions against the use of “inside” information in the purchase and sale of securities by “insiders” of a company for their own benefit and profit. “Inside” information includes any important material fact which might be a factor in a decision to buy or sell a particular security. With respect to the Company, an “insider” includes not only Team Members, representatives or agents, but family members, friends, brokers or anyone to whom the inside information is communicated by such Team Members, representatives or agents. The securities include not only those of the Company, but also the securities of any company of which you have acquired important, non-public knowledge as a result of your employment. Specifically, you should not trade in the securities of any company which, to your knowledge, is under consideration as an acquisition by the Company or with whom the Company is considering entering into a major contractual relationship.

Regulations which are designed to protect the investing public are strictly enforced, and both civil and criminal action can be taken against both the individual and the company involved. If you have any doubts as to whether a contemplated securities transaction might be deemed a violation of the “insider” trading rule, you should refer to the Policy on Insider Trading and/or consult with or seek the advice of the Company’s Office of General Counsel.

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2. Policy prohibiting certain investments.

Unless prior written approval is obtained from the Company’s Office of General Counsel, Team Members are prohibited from investing in any of the Company’s customers, suppliers or competitors (which includes all restricted and nonrestricted gaming licensees) unless the securities are publicly traded and the investments are on the same terms available to the general public and not based on any “inside” information. This prohibition applies to all forms of investments and to all Team Members, directors, officers, representatives and agents of the Company and their immediate families.

In general, Team Members should not have any financial interest in a customer, supplier or competitor that could cause divided loyalty or the appearance of divided loyalty or appear to be a distraction from the performance of a Team Member’s duties.

E.Conflicts of Interest.

The term “conflict of interest” describes any circumstance that would cast doubt on the ability of a Team Member, representative or agent to act with total objectivity with regard to the Company’s interests. Each Team Member, representative or agent is expected to avoid any action or involvement which would in any way compromise his or her actions on behalf of the Company. Activities that could raise a question of conflict of interest include, but are not limited to, the following:

·Conducting business on behalf of the Company with a member of the Team Member’s, representative’s or agent’s family or a business organization in which the Team Member, representative or agent (or a member of his or her family) has a significant association.

·Serving in an advisory, consultative, technical or managerial capacity for, or having a significant financial or other beneficial interest in, any non-affiliated business organization which does significant business with or is a competitor of the Company.

·Accepting money, personal gifts (other than those that are deemed common business courtesies), loans (other than loans from lending institutions at prevailing interest rates) or other special treatment or gratuities (not in the ordinary course of employment) from any supplier, customer or competitor of the Company or receiving, directly or indirectly, improper personal benefits as a result of using Company property or obtaining Company services.  See  Section II. B. Entertainment, Gifts, Favors and Gratuities for more detail.

Every Team Member, representative or agent of the Company is prohibited from engaging in any activity or association that creates or appears to create a conflict between his or her personal interests and the Company’s business interests. In addition, a Team Member, representative or agent must not allow any situation or personal interests to interfere with his or her exercise of independent judgment or with his or her ability to act in the best interests of the Company.

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F.Protection and Proper Use of Company Assets.

Company assets, such as information, materials, supplies, software, hardware and facilities, among other property, are valuable resources owned, licensed or otherwise belonging to the Company. Company assets also include proprietary information such as intellectual property, including patents, trademarks, trade secrets and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Company assets should be used only for legitimate business purposes. Accordingly, all Team Members should endeavor to protect the Company’s assets and ensure their efficient use.

Unauthorized use of Company assets is prohibited and should be reported. The personal use of Company assets without permission is prohibited, although incidental personal use is permitted. If you have any questions about whether your personal use of a Company asset is incidental, you should ask for guidance from the Ethical Ombudsman or General Counsel before taking action.

Employees should be aware that Company property includes all data and communications transmitted or received to or by, or contained in, the Company’s electronic or telephone systems. Company property also includes all written communications. Employees and other users of this property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. These communications may also be subject to disclosure to law enforcement or government officials.

G.    Corporate Opportunities.

Team Members owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Except to the extent explicitly permitted pursuant to written agreement with the Company, Team Members are therefore prohibited from (i) without the written consent of the Ethical Ombudsman or General Counsel (or, in the case of any executive officer, principal financial officer, or director, the Board), taking for themselves personally opportunities that are discovered through the use of Company property, information or position, (ii) using Company property, information or position for improper personal gain and (iii) competing with the Company.

H.    Confidentiality.

Team Members must not disclose to anyone outside the Company any “confidential information” entrusted to them by the Company or its suppliers, customers or business partners, except when disclosure is authorized, in writing, by the Ethical Ombudsman or General Counsel or otherwise legally required. “Confidential information” includes all non-public information that might be useful to competitors, or harmful to the Company or its suppliers, customers or business partners, if disclosed. Confidential information includes, for example, trade secrets, technology, research, customer and supplier lists, unannounced financial data and projections, marketing and pricing strategies and business plans.

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The obligation to preserve confidential information continues even after a Team Member is no longer employed by the Company.

I.     Competition and Fair Dealing.

The Company seeks to outperform our competitors fairly and honestly through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing disclosures of such information by past or present employees, agents or representatives of other companies is prohibited.

Team Members should endeavor to deal fairly and in good faith with the Company’s customers, suppliers and competitors and their employees. No Team Member should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

Team Members are prohibited from engaging in the following activities if such activities would be reasonably likely to violate any applicable anti-trust or competition law:

(i)entering into any understanding, agreement, plan or scheme, express or implied, formal or informal, with any competitor with regard to prices, terms or conditions of sale or service, production, distribution, territories or customers;

(ii)exchanging or discussing with a competitor prices, terms or conditions of sale or service, or any other competitive information; or

(iii)engaging in any other conduct which violates any applicable anti-trust or competition laws.

J.Record Keeping.

The Company requires honest and accurate recording and reporting by Team Members of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. In addition, many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed according to the Company’s email and record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Ethical Ombudsman or the General Counsel.

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K.    Accurate and Timely Periodic Reports.

The Company is committed to providing full, fair, accurate, timely and understandable disclosure in periodic reports and documents that the Company files, or submits to, the Securities and Exchange Commission and in other public communications made by the Company. Specifically, the Company shall:

(i)maintain accurate books and records that fully, fairly and accurately reflect the Company’s financial information and reporting of transactions;

(ii)ensure that the financial statements and other financial information included in periodic reports is prepared in accordance with generally accounting principles and fairly presents in all material respects the financial condition, results of operations and cash flows of the Company;

(iii)maintain such disclosure controls and procedures to ensure that material information relating to the Company is made known to management, particularly during the periods in which the Company’s periodic report are being prepared;

(iv)maintain such internal controls and procedures for financial reporting to provide reasonable assurances that the Company’s financial statements are fairly presented in conformity with generally accepted accounting principles;

(v)prohibit the establishment of any material undisclosed or unrecorded funds or assets;

(vi)disclose material off-balance sheet transactions in compliance with applicable laws and regulations; and

(vii)otherwise present information in a clear and orderly manner and minimize the use of legal and financial jargon in the Company’s periodic reports.

L.Compliance with Laws, Rules and Regulations

All Team Members must obey all applicable local and state laws, governmental rules and regulations in the states in which the Company operates, as well as all applicable federal laws. Particularly, the Company is committed to:

(i)    maintaining a workplace that is free from discrimination or harassment based on race, gender, age, color, religion or any other characteristic that is unrelated to the Company’s interests or otherwise protected by law;

(ii)    complying with all applicable environmental, health and safety laws;

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(iii)    supporting fair competition and laws prohibiting restraints of trade and other unfair trade practices;

(iv)    prohibiting any unlawful and improper payments (including bribes or kickbacks), gifts, favors or other gratuities to suppliers, customers, U.S., state, local or foreign government officials or other third parties; and

(v)    complying with all applicable federal and state securities laws, including laws prohibiting insider trading.

III.Complaint/Inquiry Procedures

A.Reporting a Violation of this Code.

The Company encourages Team Members, representatives and agents to report all actual or perceived violations of this Code (referred to as “Improper Conduct”) to the Ethical Ombudsman, regardless of who the offender may be. Any individual who is asked, ordered, directed or encouraged to engage in Improper Conduct, witnesses Improper Conduct or otherwise acquires knowledge of Improper Conduct, should report the Improper Conduct to his or her manager or supervisor or the Ethical Ombudsman immediately.

Any manager or supervisor who observes Improper Conduct or receives a complaint or report of Improper Conduct must advise the Ethical Ombudsman immediately. In addition, managers and supervisors are responsible for maintaining a system of management controls which detect and deter Improper Conduct. Failure by a manager or supervisor to establish management controls or to report Improper Conduct within the scope of this Code may result in disciplinary action against the manager or supervisor, up to and including suspension or termination. The Ethical Ombudsman is available to assist management in establishing management systems and recognizing Improper Conduct.

Reasonable care must be taken in dealing with suspected Improper Conduct to avoid any of the following:

·Baseless allegations or allegations made with reckless disregard for their truth.

·Notifying a Team Member, representative or agent who is suspected of Improper Conduct and/or disclosing suspected Improper Conduct to others not involved with the investigation before sufficient facts are known.

·Violations of a person’s rights under law.

Accordingly, a manager or supervisor who learns of suspected Improper Conduct should:

·Contact the Ethical Ombudsman immediately.

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·Defer to the Ethical Ombudsman to contact the person suspected of Improper Conduct to further investigate the matter.

·Avoid discussing the matter with the person suspected of Improper Conduct or with anyone other than the Ethical Ombudsman, the Company’s Office of General Counsel, or a duly authorized law enforcement officer.

·Direct all inquiries from any attorney retained by the suspected individual or any other representative of the person suspected to the Company’s Office of General Counsel.

·Direct all inquiries from the media to the Company’s Office of General Counsel.

Prompt reporting of violations of this Code is important to the investigatory process. It is equally important for Team Members, representatives and agents of the Company to understand what constitutes a violation of this Code. Therefore, any Team Member, representative or agent who would like additional information or advice with respect to any particular act or conduct is encouraged to consult with or seek the advice of the Ethical Ombudsman.

Reports made to the Ethical Ombudsman may be made in person or as follows:

John Pasqualotto

Ethical Ombudsman

Station Casinos LLC

1505 S. Pavilion Center Dr.

Las Vegas, NV 89135

Direct: (702)495-3698

e-mail: john.pasqualotto@stationcasinos.com

Each Team Member will be given a copy of this Code and will be required to sign a Team Member Acknowledgment Form.

B.The Investigatory Process.

All reports of violations of this Code will be handled in a sensitive and discrete manner. Confidentiality will be maintained throughout the entire investigatory process to the extent practicable and appropriate under the circumstances to protect the privacy of persons involved. However, the Company cannot guarantee confidentiality, and there is no such thing as an “unofficial” or “off the record” report. The Company must act upon all reports received. Nonetheless, the Company will attempt to keep the identity of anyone reporting Improper Conduct confidential, unless: (1) the person agrees to be identified; (2) identification is necessary to allow the Company or law enforcement officials to investigate or respond effectively to the report; or (3) identification is required by law.

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C.Protection Against Retaliation.

Retaliation against any individual who makes a good faith report of an actual or possible violation of this Code or who assists in providing information relevant to a violation of this Code is also a violation of this Code and may be against the law. Acts of retaliation should be reported to the Ethical Ombudsman immediately.

D.Responsive Action.

Conduct that is determined to violate this Code will be dealt with appropriately. Responsive action may include special training, referral to counseling and disciplinary action, such as warnings, reprimands, withholding a promotion, reassignment, temporary suspension without pay, compensation adjustments or termination.

IV.    Disclosure/Amendments and Waivers

This Code will be made available on the Company’s website. The Company shall file a copy of this Code as an exhibit to its Annual Report on Form 10-K and shall include a statement in such report indicating that it has adopted this Code, that a copy of this Code is available on its website and that it shall disclose any amendment of this Code or any waiver of any provision of this Code for any principal financial officer, the CEO or any director on the Company’s website.

Any waiver of any provision of this Code for any executive officer, principal financial officer or director may be made only by the Board. The provisions of this Code may be waived for any other employee by the Ethical Ombudsman or General Counsel.

This Code, as applied to the Company’s principal financial officers, shall be our “code of conduct” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.

THIS CODE AND THE MATTERS CONTAINED HEREIN ARE NEITHER A CONTRACT OF EMPLOYMENT NOR A GUARANTEE OF CONTINUING COMPANY POLICY. WE RESERVE THE RIGHT TO AMEND, SUPPLEMENT OR DISCONTINUE THIS CODE AND THE MATTERS ADDRESSED HEREIN, WITHOUT PRIOR NOTICE, AT ANY TIME.

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Exhibit 21.1

SUBSIDIARIES OF STATION CASINOS LLC

Subsidiaries of Station Casinos LLC at March 1, 2013 are as follows:

NP Palace LLC

NP Boulder LLC

NP Red Rock LLC

NP Sunset LLC

NP IP Holdings LLC

NP Development LLC

NP Losee Elkhorn Holdings LLC

NP Landco Holdco LLC:

CV PropCo, LLC

NP Tropicana LLC

NP Opco Holdings LLC:

NP Opco LLC:

Station GVR Acquisition, 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 (California)

SC Madera Development, LLC (California)

SC Madera Management, LLC (California)

SC Sonoma Development, LLC (California)

SE Sonoma Management, LLC (California)

NP Sonoma Land Holdings LLC (California)

Sonoma Land Acquisition Company, LLC (California)

NP Auburn Development LLC (California)

Station California, LLC (California)

Station Development, LLC (California)

SC Butte Development, LLC (California)

SC Butte Management, LLC (California)

SC Michigan, LLC:

MPM Enterprises, LLC (50% ownership) (Michigan)

SC Interactive Investor LLC

Fertitta Interactive LLC (50.1% ownership) (Delaware)

Fertitta Acquisitionsco LLC (95% ownership) Delaware

SC SP Holdco LLC

SC SP 1 LLC

SC SP 2 LLC

SC SP 3 LLC

SC SP 4 LLC

SC SP 5 LLC

All subsidiaries are formed in the State of Nevada and wholly owned unless otherwise specifically identified.

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 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 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 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-5(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 22, 2013

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Marc J. Falcone, certify that:

1.I have reviewed this Annual Report on Form 10-K of Station Casinos LLC;

2.Based on my knowledge, this 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 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-5(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 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 22, 2013

/s/ MARC J. FALCONE

Marc J. Falcone

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial 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, 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: March 22, 2013

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

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.Marc J. Falcone is the Principal Financial 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, 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: March 22, 2013

/s/ MARC J. FALCONE

Marc J. Falcone

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)

EX-99.5

Exhibit 99.5

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

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 o (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 by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x   No o

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of April 30, 2013, 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, 2013 (unaudited) and December 31, 2012	4
	Condensed Consolidated Statements of Operations — Three months ended March 31, 2013 and 2012 (unaudited)	5
	Condensed Consolidated Statements of Comprehensive (Loss) Income — Three months ended March 31, 2013 and 2012 (unaudited)	6
	Condensed Consolidated Statements of Cash Flows—Three months ended March 31, 2013 and 2012 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	45
Part II.	Other Information	46
Item 1.	Legal Proceedings	46
Item 1A.	Risk Factors	46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3.	Defaults Upon Senior Securities	46
Item 4.	Mine Safety Disclosures	46
Item 5.	Other Information	46
Item 6.	Exhibits	47
Signature		48

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, 2013			December 31, 2012
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	102,155		$	128,880
Restricted cash	1,424			1,980
Receivables, net	32,371			30,931
Inventories	8,449			7,938
Prepaid gaming tax	19,596			18,415
Prepaid expenses and other current assets	12,628			9,108
Total current assets	176,623			197,252
Property and equipment, net of accumulated depreciation of $205,561 and $174,796 at March 31, 2013 and December 31, 2012, respectively	2,193,306			2,212,463
Goodwill	200,694			200,694
Intangible assets, net of accumulated amortization of $29,397 and $25,093 at March 31, 2013 and December 31, 2012, respectively	204,953			208,676
Land held for development	220,120			220,120
Investments in joint ventures	9,792			9,629
Native American development costs	3,940			3,255
Other assets, net	65,208			46,854
Total assets	$	3,074,636		$	3,098,943
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	16,077		$	21,631
Accrued interest payable	9,698			7,983
Accrued expenses and other current liabilities	113,220			123,537
Current portion of long-term debt	18,589			17,544
Total current liabilities	157,584			170,695
Long-term debt, less current portion	2,183,702			2,056,057
Deficit investment in joint venture	2,319			2,356
Interest rate swaps and other long-term liabilities, net	38,388			30,974
Total liabilities	2,381,993			2,260,082
Commitments and contingencies (Note 8)
Members’ equity:
Voting units; 100 units authorized, issued and outstanding	—			—
Non-voting units; 100 units authorized, issued and outstanding	—			—
Additional paid-in capital	825,491			826,109
Accumulated other comprehensive loss	(26,694		)	(25,672		)
Accumulated deficit	(147,397		)	(6,605		)
Total Station Casinos LLC members’ equity	651,400			793,832
Noncontrolling interest	41,243			45,029
Total members’ equity	692,643			838,861
Total liabilities and members’ equity	$	3,074,636		$	3,098,943

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)

	Three Months Ended March 31,
	2013			2012
Operating revenues:
Casino	$	220,857		$	230,179
Food and beverage	60,685			60,949
Room	27,272			27,858
Other	15,844			16,433
Management fees	9,840			7,765
Gross revenues	334,498			343,184
Promotional allowances	(22,707		)	(24,985		)
Net revenues	311,791			318,199
Operating costs and expenses:
Casino	84,819			88,162
Food and beverage	41,768			42,294
Room	11,133			10,880
Other	6,159			5,875
Selling, general and administrative	70,489			70,005
Development and preopening	140			55
Depreciation and amortization	35,331			30,701
Management fee expense	11,746			11,781
Write-downs and other charges, net	2,513			451
	264,098			260,204
Operating income	47,693			57,995
Earnings from joint ventures	519			545
Operating income and earnings from joint ventures	48,212			58,540
Other expense:
Interest expense, net	(43,299		)	(49,620		)
Loss on extinguishment of debt	(146,787		)	—
Change in fair value of derivative instruments	(272		)	—
	(190,358		)	(49,620		)
Net (loss) income	(142,146		)	8,920
Less: net (loss) income attributable to noncontrolling interest	(1,354		)	2,086
Net (loss) income attributable to Station Casinos LLC members	$	(140,792	)	$	6,834

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(amounts in thousands, unaudited)

	Three Months Ended March 31,
	2013			2012
Net (loss) income	$	(142,146	)	$	8,920
Other comprehensive (loss) income:
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(4,067		)	(5,030		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	3,107			3,121
Unrealized loss on interest rate swaps, net	(960		)	(1,909		)
Unrealized (loss) gain on available-for-sale securities	(62		)	69
Comprehensive (loss) income	(143,168		)	7,080
Less: comprehensive (loss) income attributable to noncontrolling interests	(1,354		)	2,086
Comprehensive (loss) income attributable to Station Casinos LLC members	$	(141,814	)	$	4,994

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)

	Three Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net (loss) income	$	(142,146	)	$	8,920
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization	35,331			30,701
Change in fair value of derivative instruments	272			—
Provision for doubtful accounts	333			559
Write downs and other charges, net	1,333			19
Amortization of debt discount and debt issuance costs	11,162			19,580
Interest—paid in kind	993			1,017
Share-based compensation	1,090			—
Earnings from joint ventures	(519		)	(545		)
Distributions from joint ventures	291			—
Loss on extinguishment of debt	146,787			—
Changes in assets and liabilities:
Restricted cash	556			19
Receivables, net	(1,773		)	(4,671		)
Inventories and prepaid expenses	(5,212		)	(3,388		)
Accounts payable	(5,586		)	257
Accrued interest payable	4,205			5,643
Accrued expenses and other current liabilities	5,413			8,646
Other, net	3,193			730
Net cash provided by operating activities	55,723			67,487
Cash flows from investing activities:
Capital expenditures, net of related payables	(29,020		)	(10,472		)
Proceeds from sale of property and equipment	175			32
Distributions in excess of earnings from joint ventures	27			449
Native American development costs	(685		)	(2,766		)
Other, net	(932		)	(1,452		)
Net cash used in investing activities	(30,435		)	(14,209		)

7

STATION CASINOS LLC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(amounts in thousands, unaudited)

	Three Months Ended March 31,
	2013			2012
Cash flows from financing activities:
Proceeds from issuance of 7.50% Senior Notes	499,935			—
Repayment of Propco senior notes due 2018	(625,000		)	—
Borrowings under credit agreement with original maturity dates greater than three months	1,611,622			—
Payments under credit agreements with original maturities of three months or less, net	(5,000		)	(5,800		)
Payments under credit agreements with original maturities greater than three months	(1,498,271		)	(39,178		)
Distributions to members and noncontrolling interests	(1,846		)	(3,096		)
Debt issuance costs	(35,331		)	(324		)
Payments on other debt	(420		)	(648		)
Capital contributions from noncontrolling interests	2,298			—
Net cash used in financing activities	(52,013		)	(49,046		)
Cash and cash equivalents:
(Decrease) increase in cash and cash equivalents	(26,725		)	4,232
Balance, beginning of period	128,880			93,662
Balance, end of period	$	102,155		$	97,894
Supplemental cash flow disclosures:
Cash paid for interest, net of $0 and $1,286 capitalized, respectively	$	22,976		$	22,252
Non-cash investing and financing activities:
Change in property and equipment included in accrued expenses and other current liabilities	$	7,064		$	2,425
Issuance of note payable with option by Fertitta Interactive in exchange for redemption of noncontrolling interest	$	4,600		$	—

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” or “Station” ), is a gaming and entertainment company that owns and operates nine major hotel/casino properties and seven 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.

In November 2012, the Company acquired a 50.1% ownership interest in Fertitta Interactive LLC (“Fertitta Interactive”) for $20.7 million. Fertitta Interactive operates Ultimate Gaming and was formed in 2011 with the purchase of Cyber-Arts, a California based company which has developed a proprietary real money and social gaming platform. Ultimate Gaming launched its real money online poker platform in Nevada on April 30, 2013. During the three months ended March 31, 2013, Fertitta Interactive redeemed the equity interests of one of its noncontrolling interest holders in exchange for a note payable with an option which allows the holder to repurchase the equity interest in Fertitta Interactive within two years. As a result, the Company’s ownership interest in Fertitta Interactive increased to 57.3%. The obligation related to this transaction is included in other long-term liabilities on the Condensed Consolidated Balance Sheet at March 31, 2013.

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 (the “SEC”). 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, 2012.

The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed consolidated financial statements and the accompanying notes. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates.

Principles of Consolidation

The amounts shown in the accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries, including Fertitta Interactive 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.

MPM is considered a variable interest entity under the provisions of Accounting Standards Codification (“ASC”) Topic 810,  Consolidation  (“ASC Topic 810”). Under the terms of the MPM operating agreement, the Company 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 MPM’s obligations. MPM’s assets that are reflected in the Company’s Condensed Consolidated Balance Sheets at March 31, 2013 and December 31, 2012 include intangible assets of $49.8 million and $52.3 million, respectively, and receivables of $3.5 million and $2.7 million, respectively.

The third party holdings of equity interests in MPM and Fertitta Interactive are referred to herein as noncontrolling interests. The portion of net income (loss) 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 members’ equity attributable to noncontrolling interests is presented separately on the Condensed Consolidated Balance Sheets.

9

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Certain amounts in the condensed consolidated financial statements for the prior year period have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net income.

Income Taxes

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 the 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.

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, 2012.

Recently Issued and Recently Adopted Accounting Standards

In July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment , (“ASU 2012-02”). ASU 2012-02 amends the guidance in Accounting Standards Codification 350-302 on testing indefinite-lived intangible assets, other than goodwill, for impairment by allowing an entity to perform a qualitative impairment assessment before proceeding to the two-step impairment test. If the entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is not more likely than not (i.e., a likelihood of more than 50 percent) impaired, the entity would not need to calculate the fair value of the asset. In addition, ASU 2012-02 does not amend the requirement to test these assets for impairment between annual tests if there is a change in events or circumstances; however, it does revise the examples of events and circumstances that an entity should consider in interim periods. ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption being permitted. The adoption of this standard did not have a material effect on the Company’s financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update 2012-04, Technical Corrections and Improvements, (“ASU 2012-04”). ASU 2012-04 clarifies the FASB Accounting Standards Codification (the “Codification”) or corrects unintended application of guidance and includes amendments identifying when the use of fair value should be linked to the definition of fair value in Topic 820,  Fair Value Measurement . Amendments to the Codification without transition guidance are effective upon issuance. Amendments subject to transition guidance are effective for fiscal periods beginning after December 15, 2012. The Company adopted the amendments without transition guidance on the issuance date, and the adoption did not have a material effect on the Company’s financial position or results of operations. The Company adopted the amendments with transition guidance during the first quarter of 2013, and the adoption did not have a material effect on the Company’s financial position or results of operations.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income — Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income . This amendment requires an entity to provide information about the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income by component. If the amount being reclassified is required to be reclassified in its entirety to net income, an entity must disclose, either on the face of the statement of net income or in the notes, the line item locations of significant amounts reclassified out of accumulated other comprehensive income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other required disclosures that provide additional detail about those amounts, such as when a portion of an amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account instead of to income or expense in the same reporting period. The new guidance is effective prospectively for reporting periods beginning after December 15, 2012, and early adoption is permitted. The Company adopted this guidance during the first quarter of 2013, and the adoption did not have a material impact on its financial position or results of operations.

In February 2013, the FASB issued ASU 2013-04, Liabilities (Topic 405)—Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date.  This amendment provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, except for obligations addressed within existing guidance in GAAP.

10

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Examples of obligations within this guidance are debt arrangements, other contractual obligations, and settled litigation and judicial rulings. This guidance is effective for the Company during the first quarter of 2014, and early adoption is permitted. Upon adoption, the guidance is required to be applied retrospectively to all prior periods presented for any obligations that exist at the beginning of an entity’s fiscal year of adoption which are within its scope. The Company will adopt this guidance during the first quarter of 2014 and does not expect the adoption to have a material effect on its financial position or results of operations.

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, the Company has not yet determined the effect, if any, that the implementation of such proposed accounting guidance would have on its condensed consolidated financial statements.

2.    Native American Development

The Company has entered into development and management agreements with Native American tribes under which it has made reimbursable advances for certain costs. At March 31, 2013, the carrying value of the Company’s advances to Native American tribes was $3.9 million, representing advances to the North Fork Rancheria of Mono Indians. Following is a summary of the status of the Company’s Native American development projects.

The Federated Indians of Graton Rancheria

The Company has entered into development and management agreements with the Federated Indians of Graton Rancheria (the “FIGR”), a federally recognized Indian tribe, pursuant to which the Company has agreed to assist the FIGR in developing, financing and operating a gaming and entertainment facility located in Sonoma County, California.

11

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table outlines the status of the FIGR project and the Company’s evaluation at March 31, 2013 of each of the critical milestones necessary to complete the project.

	As of March 31, 2013
Federally recognized as a tribe by the Bureau of Indian Affairs (“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	On October 1, 2010 the Department of the Interior (“DOI”) accepted approximately 254 acres of land for the project into trust on behalf the FIGR.
Status of regulatory and governmental approvals:
Tribal–state compact	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	The FIGR compact was deemed approved by the DOI and became effective when published in the Federal Register on July 11, 2012.
Approval of management agreement by NIGC	Class II and Class III gaming management agreement was approved by the National Indian Gaming Commission (“NIGC”) on August 1, 2012.
DOI acceptance of usable land into trust on behalf of the tribe	October 1, 2010
Gaming licenses:
Type	Class II and Class III
Number of gaming devices allowed	The FIGR 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 entered into a Memorandum of Understanding (“MOU”) with the City of Rohnert Park (the “City”) under which the tribe has agreed to pay one—time and recurring mitigation contributions, subject to certain contingencies. Most of such payments will be included in the 15% of net proceeds payable under the FIGR compact. In order to reflect changes in the location of the site, the scope of the FIGR’s project, the amount of the payments being made to the City, and the potential demand on City services, the City and the FIGR negotiated and entered into a First Amended and Restated Memorandum of Understanding, which became effective on April 17, 2013.
Date of city agreement	Original MOU: October 14, 2003; First Amended and Restated MOU: April 17, 2013
County and other agreements	On October 23, 2012, an Intergovernmental Mitigation Agreement (“IMA”) between the FIGR and Sonoma County (the “County”) became effective. The IMA sets forth certain payments the FIGR will make to the County to mitigate any potential off-reservation impacts arising from the FIGR’s project. Most of the mitigation payments provided for in the IMA will be included in the 15% of net proceeds payable under the FIGR compact. In addition, on July 23, 2012, the City and the FIGR entered into a Joint Exercise of Powers Agreement for Wastewater Services pursuant to which the City will provide wastewater services to the FIGR’s reservation, including the project. Also, on September 25, 2012, an agreement between the FIGR, the City and the County entitled the Joint Exercise of Powers Agreement for Implementation of Mitigation Measures for Widening Wilfred Avenue, became effective (the “Wilfred Avenue JEPA”). Under the Wilfred Avenue JEPA, the FIGR has agreed to pay the full cost of improvements to Wilfred Avenue and Business Park Drive.
Financing	Third-party financing for the project totaling $850 million closed on August 22, 2012.
Construction status	In progress
Expected opening date	Fourth quarter of 2013

The Company has evaluated the likelihood that the FIGR project will be successfully completed and opened, and has concluded that at March 31, 2013, the likelihood of successful completion is in the range of 95% 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.

12

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There can be no assurance that the FIGR 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 such changes will not be material.

North Fork Rancheria of Mono Indian Tribe

The Company has entered into development and management agreements with the North Fork Rancheria of Mono Indians (the “Mono”), a federally recognized Indian tribe, pursuant to which the Company has agreed to assist the Mono in developing, financing and operating a gaming and entertainment facility to be located in Madera County, California.

13

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table outlines the status of the Mono project and the Company’s evaluation at March 31, 2013 of each of the critical milestones necessary to complete the project.

	As of March 31, 2013
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 DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono on February 5, 2013.
Status of obtaining regulatory and governmental approvals:
Tribal–state compact	A new compact was negotiated and signed by the Governor of California and the Mono on August 31, 2012. The compact was submitted to the California legislature for ratification during the 2013 legislative session. The Company believes that the compact will be ratified by the legislature due to the precedent set by the ratification of numerous tribal-state 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 environmental impact published by BIA	On November 26, 2012, the record of decision for the Environmental Impact Statement for the project was issued by the BIA. On December 3, 2012, the Notice of Intent to take land into trust was published in the Federal Register.
BIA accepting usable land into trust on behalf of the tribe	The Mono site was accepted into trust on February 5, 2013.
Approval of management agreement by NIGC	Approval of the amended and restated management agreement by the NIGC is expected to occur following the legislative ratification of the compact and approval of the compact by the Secretary of the Interior (“Secretary”). The Company believes the amended and restated management agreement will be approved because the terms and conditions thereof are acceptable under the Indian Gaming Regulatory Act and are consistent with previously approved management agreements.
Gaming licenses:
Type	Current plans for the project include Class II and Class III gaming, which requires that the California legislature ratify the compact and that the Secretary approve the compact or allow it to become effective. There is currently no evidence to indicate that the legislature will not ratify the compact. (See comments above.) The NIGC must also approve the Company’s management agreement.
Number of gaming devices allowed	The compact permits a maximum of 2,000 Class III slot machines at the facility. There is no limit on the number of Class II gaming devices that the Mono can offer.
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 Company currently estimates that construction of the facility may begin in 2014 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 assist the Mono in obtaining third—party financing for the project once all necessary regulatory approvals have been received and prior to commencement of construction; 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.

Pursuant to the development agreement, the Company has made reimbursable advances to the Mono which are expected to be repaid from the proceeds of third-party financing or from the project’s gaming revenues. At March 31, 2013, the carrying value of the advances was $3.9 million.

14

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company has evaluated the likelihood that the Mono project will be successfully completed and opened, and has concluded that at March 31, 2013, the likelihood of successful completion is in the range of 65% to 75%. 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.

3.    Long-term Debt

Long-term debt consists of the following (amounts in thousands):

	March 31, 2013			December 31, 2012
	(unaudited)
Term Loan, due March 1, 2020, interest at a margin above LIBOR or base rate (5.00% at March 31, 2013), net of unamortized discount of $56.7 million	$	1,568,263		$	—
Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate	—			—
7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $6.4 million	493,592			—
Propco Term Loan Tranche B-1, due June 16, 2016, interest at a margin above LIBOR or base rate (3.21% at December 31, 2012), net of unamortized discount of $18.1 million	—			125,883
Propco Term Loan Tranche B-2, due June 16, 2016, interest at a margin above LIBOR or base rate (4.21% at December 31, 2012), net of unamortized discount of $62.1 million	—			663,564
Propco Senior Notes, due June 18, 2018, interest at an increasing fixed rate (3.66% at December 31, 2012), net of unamortized discount of $97.1 million	—			527,903
Propco Revolver, due June 16, 2016, interest at a margin above LIBOR or base rate (3.40% at December 31, 2012), net of unamortized discount of $6.3 million	—			47,727
Opco and GVR joint Term Loan, due September 28, 2019, interest at a margin above LIBOR or base rate (5.50% at December 31, 2012), net of unamortized discount of $4.1 million	—			569,438
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.70% and 3.71% at March 31, 2013 and December 31, 2012, respectively), net of unamortized discount of $13.5 million and $14.3 million, respectively	96,713			94,943
Other long-term debt, weighted-average interest of 3.88% and 3.88% at March 31, 2013 and December 31, 2012, respectively, maturity dates ranging from 2014 to 2027	43,723			44,143
Total long-term debt	2,202,291			2,073,601
Current portion of long-term debt	(18,589		)	(17,544		)
Total long-term debt, net	$	2,183,702		$	2,056,057

On March 1, 2013, the Company entered into a new credit agreement with a $350 million revolving credit facility and a $1.625 billion term loan facility and issued $500 million in aggregate principal amount of 7.50% senior notes. The net proceeds of these transactions, together with cash on hand, were used to (i) repurchase all of the Company’s outstanding senior notes due 2018, (ii) repurchase all amounts outstanding under the $931.3 million NP Propco LLC (“Propco”) credit agreement, (iii) repay all amounts outstanding under the $575.0 million NP Opco LLC (“Opco”) credit agreement, and (iv) pay associated fees and expenses. The refinancing transactions are described in more detail below.

Tender Offer

On February 14, 2013, the Company commenced a cash tender offer and consent solicitation for any and all of its existing senior notes due 2018 pursuant to which the Company offered to purchase the notes at a purchase price of $991.50 in cash, plus a $10 consent payment, per $1,000 in principal amount (the “Tender Offer”). The Tender Offer was completed and the Company repurchased all of the senior notes on March 1, 2013.

15

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

7.50% Senior Notes

In March 2013, the Company issued, in a private offering, $500 million in principal amount of 7.50% senior notes due March 1, 2021 (the “7.50% Senior Notes”) pursuant to an indenture, dated as of March 1, 2013 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of the Company other than NP Landco Holdco LLC and Fertitta Interactive and their respective subsidiaries, and MPM. Interest is due March 1 and September 1 of each year commencing September 1, 2013. Prior to March 1, 2016, the Company may redeem the 7.50% Senior Notes plus accrued and unpaid interest and a make-whole premium. Prior to March 1, 2016, the Company is also entitled to redeem up to 35% of the original aggregate principal amount of the 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the Indenture.     On or after March 1, 2016, the Company may redeem all or a portion of the 7.50% Senior Notes at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest to the applicable redemption date:

Year beginning March 1,	Percentage
2016	105.625	%
2017	103.750	%
2018	101.875	%
2019 and thereafter	100.000	%

If the Company experiences certain change of control events (as defined in the Indenture), the Company must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest thereon to the date of repurchase.

The Indenture contains certain customary covenants limiting, among other things, the Company’s ability and the ability of its subsidiaries (other than its unrestricted subsidiaries) to incur or guarantee additional debt, create liens, transfer and sell assets, merge, consolidate, or sell, transfer or otherwise dispose of all or substantially all of the Company’s assets, enter into certain transactions with affiliates, engage in lines of business other than its core business and related businesses, or pay dividends or distributions (other than customary tax distributions). 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 the 7.50% Senior Notes to be declared due and payable.

New Credit Facility

On March 1, 2013, the Company entered into a new credit facility, which includes a $350 million revolving credit facility (the “Revolving Credit Facility”) and a $1.625 billion term loan facility (the “Term Loan Facility” and collectively, the “New Credit Facility”).

The Term Loan Facility is fully drawn and will mature on March 1, 2020. Subject to the satisfaction of certain conditions, amounts may be borrowed under the Revolving Credit Facility, which shall be fully available at any time prior to maturity on March 1, 2018. At the Company’s option, the Company has the right to increase its borrowings under the New Credit Facility in an aggregate principal amount not to exceed the greater of (a) $350 million and (b) an unlimited amount (subject to certain conditions and pro forma first lien leverage of less than or equal to 4.5x).

The interest rates under the Revolving Credit Facility are at the Company’s option, either (i) LIBOR plus a margin of up to 3.50%, or (ii) a base rate plus a margin of up to 2.50% subject to a leverage based grid. The interest rates under the Term Loan Facility are at the Company’s option, either (i) LIBOR plus 4.00%, or (ii) a base rate plus 3.00%; provided, however, that in no event will LIBOR be less than 1.00% over the term of the Term Loan Facility. Additionally, the Company is subject to fees of 0.50% per annum on the unused portion of the Revolving Credit Facility.

All of the Company’s obligations under the New Credit Facility are guaranteed by all subsidiaries of the Company other than unrestricted subsidiaries. The New Credit Facility is secured by substantially all of the Company’s current and future personal property assets and substantially all current and future personal property assets of the restricted subsidiaries and mortgages on the real property and improvements owned or leased by the following subsidiaries: NP Boulder LLC, NP Lake Mead LLC, NP Fiesta LLC, NP Palace LLC, NP Red Rock LLC, NP Santa Fe LLC, NP Sunset LLC, NP Texas LLC, and Station GVR Acquisition, LLC and certain after-acquired real property based on thresholds. The New Credit Facility is also secured by a pledge of all of the Company’s equity.

16

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The Company is required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the sum of the original principal amount and the aggregate amount of any increased commitments under the Term Loan Facility beginning on June 30, 2013. In addition to the scheduled principal amortization payments on the Term Loan Facility, the Company will be required to make certain mandatory prepayments on the Term Loan Facility with a portion of its excess cash flow as follows: (A)(i) 50% of excess cash flow so long as no default has occurred and its total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 3.50 to 1.00 and (B) 100% of all net cash proceeds of asset sales or other dispositions, the issuance or incurrence of additional debt, and receipt of insurance proceeds and condemnation awards, in each case subject to certain customary carve-outs and reinvestment provisions. The Company must pay a premium if it prepays the Term Loan Facility prior to March 1, 2014.     On or after March 1, 2014, the Company may, at its option, prepay the Term Loan Facility at par.

The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things and subject to certain exceptions, restrict the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness or become a guarantor; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the Revolving Credit Facility under the New Credit Facility also includes requirements that the Company maintain a maximum total leverage ratio ranging from 8.00 to 1.00 in 2013 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 2.00 to 1.00 in 2013 to 3.00 to 1.00 in 2017, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. The testing of these financial ratio covenants began with the fiscal quarter ended March 31, 2013. At March 31, 2013, the Company was in compliance with all applicable covenants.

The credit agreement governing the New Credit Facility contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

The Company evaluated the refinancing transactions in accordance with the accounting standards for debt modifications and extinguishments. Because certain lenders under the 7.50% senior notes and the new credit facility were lenders under the previous debt arrangements, the Company applied the accounting guidance on a lender by lender basis. As a result of its evaluation, the Company recognized a loss on debt extinguishment of $146.8 million, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous debt. The Company accounted for the portions of the transactions that did not meet the criteria for debt extinguishment as debt modifications.

In connection with the refinancing transactions, the Company paid $35.3 million in fees and costs, of which $22.8 million was capitalized. Unamortized debt issuance costs are included in other assets on the Company’s Condensed Consolidated Balance Sheets.

Concurrently with the refinancing transactions, the Company amended its existing interest rate swap agreements. See Note 4 for additional information.

Borrowing Availability

At March 31, 2013, the Company’s borrowing availability was $313.3 million under the Revolving Credit Facility, which is net of outstanding letters of credit and similar obligations totaling $36.7 million.

17

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

4.    Derivative Instruments

The Company’s objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements. 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.

In March 2013, the Company refinanced its existing debt under the Propco and Opco credit agreements and the Propco senior notes. In connection with the refinancing, the Company amended one of its interest rate swaps to include a minimum interest rate of 1.00% on the floating leg to match the terms of the New Credit Facility (see Note 3). The Company also amended its other interest rate swap to include a minimum interest rate of 1.00% on the floating leg to match the terms of the New Credit Facility as well as to extend the maturity and adjust the notional amount. These amendments resulted in the discontinuation of the Company’s two cash flow hedging relationships that existed at the time, and as a result of the discontinuation, cumulative deferred losses of $1.1 million that had been previously recognized in other comprehensive income will be amortized as an increase to interest expense as the previously hedged interest payments continue to occur through July 2015.

As of March 31, 2013, the Company has two outstanding interest rate swaps with initial notional amounts totaling $1.1 billion, which effectively convert $1.1 billion of its floating-rate debt to a fixed rate of 6.0%. In accordance with the accounting guidance in ASC Topic 815,  Derivatives and Hedging,  the Company has designated the full notional amount of both of its outstanding swaps as cash flow hedges of interest rate risk. Under the terms of the swap agreements, the Company pays fixed rates ranging from 1.77% to 2.13% and receives variable rates based on one-month LIBOR (subject to a minimum of 1.00%).

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 are recorded as a component of change in fair value of derivative instruments in the Condensed Consolidated Statements of Operations. Ineffectiveness results from both of the Company’s designated swaps having fair values other than zero at the time they were designated. For the three months ended March 31, 2013, the Company has recorded $68 thousand of such ineffectiveness.

Certain derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements, but do not meet the hedge accounting requirements. The Company records any changes in the fair value of interest rate swaps not designated in hedging relationships in change in fair value of derivative instruments in its statements of operations. Prior to the March 2013 amendment and re-designation of the interest rate swaps described above, a portion of one of the Company’s interest rate swaps was not designated in a hedging relationship. For the three months ended March 31, 2013, the Company recorded a loss of $0.2 million related to the non-designated portion of its interest rate swaps. As of March 31, 2013, the Company no longer has any hedges that are not designated in cash flow hedging relationships.

The table below presents the fair value of the Company’s derivative financial instruments, exclusive of any accrued interest, as well as their classification on the Condensed Consolidated Balance Sheets (amounts in thousands):

		Fair value
	Balance sheet classification	March 31, 2013		December 31, 2012
		(unaudited)
Derivatives designated as hedging instruments:
Interest rate swaps	Other long–term liabilities	$	26,438	$	21,140
Derivatives not designated as hedging instruments:
Interest rate swaps	Other long–term liabilities	$	—	$	2,746

18

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations (amounts in thousands, unaudited):

Derivatives in Cash Flow	Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)				Location of Loss Reclassified from Accumulated Other Comprehensive Income into	Amount of Loss Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)				Location of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from	Amount of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Hedging	Three Months Ended March 31,				Income (Effective	Three Months Ended March 31,				Effectiveness	Three Months Ended March 31,
Relationships	2013		2012		Portion)	2013		2012		Testing)	2013		2012
Interest rate swaps	$	4,067	$	5,030	Interest expense, net	$	3,107	$	3,121	Change in fair value of derivative instruments	$	68	$	—

Losses reclassified from accumulated other comprehensive income (loss) into interest expense, net includes reclassifications of deferred losses related to discontinued cash flow hedging relationships. Approximately $13.1 million of the deferred losses included in accumulated other comprehensive loss on the Condensed Consolidated Balance Sheet at March 31, 2013 is expected to be reclassified into earnings during the next twelve months.

The table below presents the effect of the Company’s derivative financial instruments not designated in hedging relationships on the Condensed Consolidated Statements of Operations (amounts in thousands, unaudited):

		Amount of Loss on Derivative Instruments Recognized in Income
Derivatives Not Designated as Hedging		Three Months Ended March 31,
Instruments	Location of Loss on Derivative Instruments Recognized in Income	2013		2012 (a)
Interest rate swaps	Change in fair value of derivative instruments	$	204	$	—

(a) During the three months ended March 31, 2012, the Company had no derivative instruments that were not designated in hedging relationships.

As of March 31, 2013, the Company had not posted any collateral related to these interest rate swap agreements; however, the Company’s obligations under the agreements are subject to the security and guarantee arrangements applicable to the related credit agreements. The swap agreements contains cross-default provisions under which the Company could be declared in default on its obligations under the agreements if certain conditions of default exist on the New Credit Facility. As of March 31, 2013, the termination value of the interest rate swaps was a net liability of $29.0 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.

19

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

5.    Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis at March 31, 2013 and December 31, 2012, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):

			Fair Value Measurement at Reporting Date Using
	Balance as of March 31, 2013		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
	(unaudited)
Assets
Available-for-sale securities (a)	$	354	$	354	$	—	$	—
Liabilities
Interest rate swaps	$	26,438	$	—	$	26,438	$	—

			Fair Value Measurement at Reporting Date Using
	Balance as of December 31, 2012		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Assets
Available-for-sale securities (a)	$	416	$	416	$	—	$	—
Liabilities
Interest rate swaps	$	23,886	$	—	$	23,886	$	—

(a) Available-for-sale securities are included in other assets in the 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 determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. To comply with the provisions of ASC Topic 820  Fair Value Measurements and Disclosures , the Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

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, 2013		December 31, 2012
	(unaudited)
Aggregate fair value	$	2,259.9	$	2,139.9
Aggregate carrying amount	2,202.3		2,073.6

20

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

6.    Members’ Equity

Changes in Equity and Noncontrolling Interests

The changes in equity and noncontrolling interest for the three months ended March 31, 2013 were as follows (amounts in thousands):

	Voting units		Non-voting units		Additionalpaid-incapital			Accumulatedothercomprehensiveloss			Accumulateddeficit			Total Station Casinos LLC members’equity (deficit)			Noncontrollinginterest			Total members’equity (deficit)
Balances, December 31, 2012	$	—	$	—	$	826,109		$	(25,672	)	$	(6,605	)	$	793,832		$	45,029		$	838,861
Unrealized losses on interest rate swaps	—		—		—			(960		)	—			(960		)	—			(960		)
Unrealized gain on available-for-sale securities	—		—		—			(62		)	—			(62		)	—			(62		)
Share-based compensation	—		—		1,060			—			—			1,060			38			1,098
Capital contributions from noncontrolling interests	—		—		—			—			—			—			2,298			2,298
Redemption of noncontrolling interest	—		—		(1,499		)	—			—			(1,499		)	(3,101		)	(4,600		)
Distributions	—		—		(179		)	—			—			(179		)	(1,667		)	(1,846		)
Net loss	—		—		—			—			(140,792		)	(140,792		)	(1,354		)	(142,146		)
Balances, March 31, 2013 (unaudited)	$	—	$	—	$	825,491		$	(26,694	)	$	(147,397	)	$	651,400		$	41,243		$	692,643

Noncontrolling interest represents ownership interests in consolidated subsidiaries of the Company that are held by owners other than the Company. Noncontrolling interests include (a) a 50% ownership interest in MPM, (b) ownership interests of the former mezzanine lenders and former unsecured creditors of Station Casinos, Inc. who hold warrants to purchase stock in CV Propco LLC and NP Tropicana LLC, and (c) minority ownership interests in Fertitta Interactive.

21

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss by component were as follows (amounts in thousands):

	Three Months Ended March 31,
	2013									2012
	Unrealized losses on interest rate swaps			Unrealized gain (loss) on available-for-sale securities			Total			Unrealized losses on interest rate swaps			Unrealized gain (loss) on available-for-sale securities			Total
Balance at beginning of year	$	(25,778	)	$	106		$	(25,672	)	$	(20,047	)	$	(107	)	$	(20,154	)
Other comprehensive income before reclassifications:
Deferred losses on interest rate swaps	(4,067		)	—			(4,067		)	(5,030		)	—			(5,030		)
Unrealized (loss) gain on available-for-sale securities	—			(62		)	(62		)	—			69			69
	(4,067		)	(62		)	(4,129		)	(5,030		)	69			(4,961		)
Deferred losses on interest rate swaps reclassified into income	3,107			—			3,107			3,121			—			3,121
Other comprehensive (loss) income for the period, net	(960		)	(62		)	(1,022		)	(1,909		)	69			(1,840		)
Balance at end of period	$	(26,738	)	$	44		$	(26,694	)	$	(21,956	)	$	(38	)	$	(21,994	)

The deferred losses on interest rate swaps reclassified out of accumulated other comprehensive loss are included in interest expense, net on the Condensed Consolidated Statements of Operations.

7.    Write-downs and Other Charges, Net

Write-downs and other charges, net consisted of the following (amounts in thousands, unaudited):

	Three Months Ended March 31,
	2013		2012
Loss on disposal of assets, net	$	878	$	19
Severance expense	911		306
Other charges	724		126
Write-downs and other charges, net	$	2,513	$	451

8.    Commitments and Contingencies

In March 2008, in the matter captioned Sparks Nugget, Inc. vs. State ex rel. Department of Taxation, the Nevada Supreme Court ruled that food purchased for use in complimentary meals provided to patrons and employees is not subject to Nevada use tax. The Company has filed refunds for the periods from March 2000 through February 2008, and began claiming this exemption on its sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The amount subject to these refunds is approximately $15.6 million plus interest. The Department of Taxation subsequently audited the Company and issued a sales tax deficiency on the cost of food used in complimentary meals provided to patrons and employees for the period March 2000 through February 2008. On July 9, 2012, a Nevada Administrative Law Judge concluded that the State’s sales tax deficiency for the Company’s complimentary meals provided to patrons and employees for the period March 2000 through February 2008 will be allowed, but only to the extent of use tax previously paid for these meals. The Administrative Law Judge did award the Company a refund of approximately $0.7 million of use tax paid on certain non-gaming related promotional meals. The Company appealed the decision. On October 1, 2012, the Nevada Tax Commission upheld the Administrative Law Judge’s decision. The Company has appealed that portion of the decision that denied the refund.

The Department of Taxation has issued a regulation that as of February 15, 2012, 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.

22

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

On June 25, 2012 the Nevada Tax Commission adopted the Department of Taxation’s regulation. The Department of Taxation has issued guidance delaying the payment of this sales tax until the earlier of (1) approval of the regulation by the Legislative Commission, (2) affirmation by the Nevada Supreme Court, (3) the effective date of relevant legislation or (4) June 30, 2013. As of March 31, 2013, the Company has accrued a liability for the estimated amount of sales tax on complimentary food and employee meals for the period February 15, 2012 through March 31, 2013.

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, and litigation inherently involves significant costs.

9.    Management Fee Revenue

The Company holds a 50% interest in MPM, which manages the Gun Lake Casino 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. 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 Seventh Amended and Restated Management Agreement dated January 3, 2013 (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. MPM’s management fee revenue from Gun Lake Casino included in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 totaled $8.2 million and $7.6 million, respectively. 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. In addition, the Company is the managing partner of Barley’s Casino & Brewing Company (“Barley’s”), The Greens Gaming and Dining (“The Greens”) and Wildfire Casino & Lanes (“Wildfire Lanes”) and receives a management fee equal to 10% of earnings before interest, taxes depreciation and amortization from those properties. Management fee revenue for the three months ended March 31, 2013 also includes $1.5 million in reimbursable payroll costs, primarily related to the Graton project.

23

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10 .    Condensed Consolidating Financial Information

As described in Note 3—Long-term Debt, in March 2013 the Company issued the 7.50% Senior Notes, which are guaranteed by the Guarantors. The following condensed consolidating financial statements present information about the Company, the Guarantors and the non-guarantor subsidiaries. These condensed consolidating financial statements are presented in the provided form because (i) the Guarantors are wholly owned subsidiaries of the Company (the issuer of the Senior Notes), and (ii) the guarantees are joint and several; however, such guarantees are not joint and several on a full and unconditional basis as the guarantees may be released under certain circumstances customary for such arrangements.

CONDENSED CONSOLIDATING BALANCE SHEETS

MARCH 31, 2013

(amounts in thousands, unaudited)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	4,226	$	93,568	$	4,361	$	—		$	102,155
Restricted cash	1,067		357		—		—			1,424
Receivables, net	1,178		26,946		4,652		(405		)	32,371
Intercompany receivables	302,993		—		—		(302,993		)	—
Inventories	10		8,248		191		—			8,449
Prepaid gaming tax	—		19,494		102		—			19,596
Prepaid expenses and other current assets	5,104		7,134		390		—			12,628
Total current assets	314,578		155,747		9,696		(303,398		)	176,623
Property and equipment, net	44,808		2,130,182		18,316		—			2,193,306
Goodwill	1,234		193,898		5,562		—			200,694
Intangible assets, net	1,045		146,581		57,327		—			204,953
Land held for development	—		121,100		99,020		—			220,120
Investments in joint ventures	—		9,792		—		—			9,792
Native American development costs	—		3,940		—		—			3,940
Investments in subsidiaries	2,430,347		64,234		—		(2,494,581		)	—
Other assets, net	41,657		23,136		415		—			65,208
Total assets	$	2,833,669	$	2,848,610	$	190,336	$	(2,797,979	)	$	3,074,636
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	1,082	$	14,425	$	570	$	—		$	16,077
Accrued interest payable	9,653		11		34		—			9,698
Accrued expenses and other current liabilities	10,590		99,740		3,295		(405		)	113,220
Current portion of long-term debt	18,026		552		11		—			18,589
Intercompany payables	—		302,745		248		(302,993		)	—
Total current liabilities	39,351		417,473		4,158		(303,398		)	157,584
Long-term debt, less current portion	2,083,036		3,941		96,725		—			2,183,702
Deficit investment in joint venture	—		2,319		—		—			2,319

24

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (continued)

MARCh 31, 2013

(amounts in thousands, unaudited)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Interest rate swaps and other long-term liabilities, net	18,639		15,149		4,600		—			38,388
Total liabilities	2,141,026		438,882		105,483		(303,398		)	2,381,993
Members’ equity:
Total Station Casinos LLC members’ equity	651,400		2,377,985		43,610		(2,421,595		)	651,400
Noncontrolling interest	41,243		31,743		41,243		(72,986		)	41,243
Total members’ equity	692,643		2,409,728		84,853		(2,494,581		)	692,643
Total liabilities and members’ equity	$	2,833,669	$	2,848,610	$	190,336	$	(2,797,979	)	$	3,074,636

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2012

(amounts in thousands, unaudited)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,841	$	121,840	$	4,199	$	—		$	128,880
Restricted cash	1,571		409		—		—			1,980
Receivables, net	888		27,894		3,755		(1,606		)	30,931
Intercompany receivables	—		194,982		—		(194,982		)	—
Inventories	9		7,739		190		—			7,938
Prepaid gaming tax	—		18,228		187		—			18,415
Prepaid expenses and other current assets	2,850		5,879		379		—			9,108
Total current assets	8,159		376,971		8,710		(196,588		)	197,252
Property and equipment, net	46,386		2,147,751		18,326		—			2,212,463
Goodwill	1,234		193,898		5,562		—			200,694
Intangible assets, net	1,045		147,347		60,284		—			208,676
Land held for development	—		121,100		99,020		—			220,120
Investments in joint ventures	—		9,629		—		—			9,629
Native American development costs	—		3,255		—		—			3,255
Investments in subsidiaries	2,406,278		69,671		—		(2,475,949		)	—
Other assets, net	7,925		38,511		418		—			46,854
Total assets	$	2,471,027	$	3,108,133	$	192,320	$	(2,672,537	)	$	3,098,943

25

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS (continued)

DECEMBER 31, 2012

(amounts in thousands, unaudited)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
Accounts payable	$	892	$	18,965	$	1,774	$	—		$	21,631
Accrued interest payable	5,175		2,797		11		—			7,983
Accrued expenses and other current liabilities	8,397		112,350		4,396		(1,606		)	123,537
Current portion of long-term debt	11,231		6,301		12		—			17,544
Intercompany payables	194,698		—		284		(194,982		)	—
Total current liabilities	220,393		140,413		6,477		(196,588		)	170,695
Long-term debt, less current portion	1,393,469		567,628		94,960		—			2,056,057
Deficit investment in joint venture	—		2,356		—		—			2,356
Interest rate swaps and other long-term liabilities, net	18,304		12,670		—		—			30,974
Total liabilities	1,632,166		723,067		101,437		(196,588		)	2,260,082
Members’ equity:
Total Station Casinos LLC members’ equity	793,832		2,349,537		45,854		(2,395,391		)	793,832
Noncontrolling interest	45,029		35,529		45,029		(80,558		)	45,029
Total members’ equity	838,861		2,385,066		90,883		(2,475,949		)	838,861
Total liabilities and members’ equity	$	2,471,027	$	3,108,133	$	192,320	$	(2,672,537	)	$	3,098,943

26

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Operating revenues:
Casino	$	—		$	219,016		$	1,841		$	—		$	220,857
Food and beverage	—			60,515			170			—			60,685
Room	—			26,522			750			—			27,272
Other	13			15,151			2,862			(2,182		)	15,844
Management fees	—			1,286			8,554			—			9,840
Gross revenues	13			322,490			14,177			(2,182		)	334,498
Promotional allowances	—			(22,583		)	(124		)	—			(22,707		)
Net revenues	13			299,907			14,053			(2,182		)	311,791
Operating costs and expenses:
Casino	—			84,153			666			—			84,819
Food and beverage	—			41,727			41			—			41,768
Room	—			10,639			494			—			11,133
Other	—			4,451			1,708			—			6,159
Selling, general and administrative	228			65,679			6,764			(2,182		)	70,489
Development and preopening	13			127			—			—			140
Depreciation and amortization	784			30,403			4,144			—			35,331
Management fee expense	—			11,482			264			—			11,746
Write-downs and other charges, net	428			2,081			4			—			2,513
	1,453			250,742			14,085			(2,182		)	264,098
Operating (loss) income	(1,440		)	49,165			(32		)	—			47,693
Earnings (losses) from subsidiaries	28,764			(1,205		)	—			(27,559		)	—
Earnings from joint ventures	—			519			—			—			519
Operating income (loss) and earnings (losses) from subsidiaries and joint ventures	27,324			48,479			(32		)	(27,559		)	48,212
Other expense:
Interest expense, net	(33,951		)	(6,687		)	(2,661		)	—			(43,299		)
Loss on debt extinguishment	(135,271		)	(11,516		)	—			—			(146,787		)
Change in fair value of derivative instruments	(248		)	(24		)	—			—			(272		)
Net (loss) income	(142,146		)	30,252			(2,693		)	(27,559		)	(142,146		)
Less: net loss applicable to noncontrolling interest	(1,354		)	(1,354		)	(1,354		)	2,708			(1,354		)
Net (loss) income applicable to Station Casinos LLC members	$	(140,792	)	$	31,606		$	(1,339	)	$	(30,267	)	$	(140,792	)

27

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	$	—		$	228,264		$	1,915		$	—		$	230,179
Food and beverage	—			60,787			162			—			60,949
Room	—			27,094			764			—			27,858
Other	5			14,867			2,429			(868		)	16,433
Management fees	—			171			7,594			—			7,765
Gross revenues	5			331,183			12,864			(868		)	343,184
Promotional allowances	—			(24,864		)	(121		)	—			(24,985		)
Net revenues	5			306,319			12,743			(868		)	318,199
Operating costs and expenses:
Casino	—			87,466			696			—			88,162
Food and beverage	—			42,249			45			—			42,294
Room	—			10,439			441			—			10,880
Other	—			4,638			1,237			—			5,875
Selling, general and administrative	(45		)	68,105			2,813			(868		)	70,005
Development and preopening	—			55			—			—			55
Depreciation and amortization	657			26,907			3,137			—			30,701
Management fee expense	—			11,683			98			—			11,781
Write-downs and other charges, net	(7		)	457			1			—			451
	605			251,999			8,468			(868		)	260,204
Operating (loss) income	(600		)	54,320			4,275			—			57,995
Earnings from subsidiaries	44,501			3,304			—			(47,805		)	—
Earnings from joint ventures	—			545			—			—			545
Operating (loss) income and earnings from subsidiaries and joint ventures	43,901			58,169			4,275			(47,805		)	58,540
Other expense:
Interest expense, net	(34,981		)	(12,047		)	(2,592		)	—			(49,620		)
Net income	8,920			46,122			1,683			(47,805		)	8,920
Less: net income applicable to noncontrolling interest	2,086			2,086			2,086			(4,172		)	2,086
Net income (loss) applicable to Station Casinos LLC members	$	6,834		$	44,036		$	(403	)	$	(43,633	)	$	6,834

28

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(142,146	)	$	30,252		$	(2,693	)	$	(27,559	)	$	(142,146	)
Other comprehensive (loss) income:
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(4,067		)	(2,581		)	—			2,581			(4,067		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	3,107			937			—			(937		)	3,107
Unrealized loss on interest rate swaps, net	(960		)	(1,644		)	—			1,644			(960		)
Unrealized loss on available—for—sale securities	(62		)	—			—			—			(62		)
Comprehensive (loss) income	(143,168		)	28,608			(2,693		)	(25,915		)	(143,168		)
Less: comprehensive loss attributable to noncontrolling interests	(1,354		)	(1,354		)	(1,354		)	2,708			(1,354		)
Comprehensive (loss) income attributable to Station Casinos LLC members	$	(141,814	)	$	29,962		$	(1,339	)	$	(28,623	)	$	(141,814	)

CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED MARCH 31, 2012

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income	$	8,920		$	46,122		$	1,683		$	(47,805	)	$	8,920
Other comprehensive income:
Unrealized loss on interest rate swaps:
Unrealized loss arising during period	(5,030		)	(1,313		)	—			1,313			(5,030		)
Less: Reclassification of unrealized loss on interest rate swaps into operations	3,121			355			—			(355		)	3,121
Unrealized loss on interest rate swaps, net	(1,909		)	(958		)	—			958			(1,909		)
Unrealized gain on available—for—sale securities	69			—			—			—			69
Comprehensive income	7,080			45,164			1,683			(46,847		)	7,080
Less: comprehensive income attributable to noncontrolling interests	2,086			2,086			2,086			(4,172		)	2,086
Comprehensive income (loss) attributable to Station Casinos LLC members	$	4,994		$	43,078		$	(403	)	$	(42,675	)	$	4,994

29

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net (loss) income	$	(142,146	)	$	30,252		$	(2,693	)	$	(27,559	)	$	(142,146	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	784			30,403			4,144			—			35,331
Change in fair value of derivative instruments	248			24			—			—			272
Provision for doubtful accounts	—			275			58			—			333
Write—downs and other charges, net	1			1,332			—			—			1,333
(Earnings) losses from subsidiaries	(28,764		)	1,205			—			27,559			—
Amortization of debt discount and debt issuance costs	10,321			1			840			—			11,162
Interest — paid in kind	—			—			993			—			993
Share—based compensation	—			1,060			30			—			1,090
Earnings from joint ventures	—			(519		)	—			—			(519		)
Distributions from joint ventures	—			291			—			—			291
Loss on extinguishment of debt	135,271			11,516			—			—			146,787
Changes in assets and liabilities:
Restricted cash	504			52			—			—			556
Receivables, net	(290		)	(528		)	(955		)	—			(1,773		)
Inventories and prepaid expenses	(2,255		)	(3,030		)	73			—			(5,212		)
Accounts payable	190			(4,540		)	(1,236		)	—			(5,586		)
Accrued interest payable	7,221			(3,039		)	23			—			4,205
Accrued expenses and other current liabilities	2,332			4,297			(1,216		)	—			5,413
Intercompany receivables and payables	(514,043		)	514,147			(104		)	—			—
Other, net	2,921			266			6			—			3,193
Net cash (used in) provided by operating activities	(527,705		)	583,465			(37		)	—			55,723
Cash flows from investing activities:
Capital expenditures, net of related payables	(65		)	(28,578		)	(377		)	—			(29,020		)
Proceeds from sale of property and equipment	30			145			—			—			175
Distributions in excess of earnings from joint ventures	—			27			—			—			27
Distributions from subsidiaries	5,532			1,667			—			(7,199		)	—
Native American development costs	—			(685		)	—			—			(685		)
Investment in subsidiaries	—			(2,262		)	—			2,262			—
Other, net	—			(350		)	(582		)	—			(932		)
Net cash provided by (used in) investing activities	5,497			(30,036		)	(959		)	(4,937		)	(30,435		)

30

STATION CASINOS LLC

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (continued)

FOR THE THREE MONTHS ENDED MARCH 31, 2013

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from financing activities:
Proceeds from issuance of 7.50% Senior Notes	499,935			—			—			—			499,935
Repayment of Propco senior notes due 2018	(625,000		)	—			—			—			(625,000		)
Borrowings under credit agreement with original maturity dates greater than three months	1,611,622			—			—			—			1,611,622
Payments under credit agreements with original maturity dates of three months or less, net	(5,000		)	—			—			—			(5,000		)
Payments under credit agreements with original maturity dates greater than three months	(924,644		)	(573,562		)	(65		)	—			(1,498,271		)
Distributions to members and noncontrolling interests	(179		)	(5,532		)	(3,334		)	7,199			(1,846		)
Debt issuance costs	(32,724		)	(2,607		)	—			—			(35,331		)
Payments on other debt	(417		)	—			(3		)	—			(420		)
Capital contributions from members	—			—			2,262			(2,262		)	—
Capital contributions from noncontrolling interests	—			—			2,298			—			2,298
Net cash provided by (used in) financing activities	523,593			(581,701		)	1,158			4,937			(52,013		)
Cash and cash equivalents:
Increase (decrease) in cash and cash equivalents	1,385			(28,272		)	162			—			(26,725		)
Balance, beginning of period	2,841			121,840			4,199			—			128,880
Balance, end of period	$	4,226		$	93,568		$	4,361		$	—		$	102,155
Supplemental cash flow disclosures:
Cash paid for interest	$	14,408		$	8,568		$	—		$	—		$	22,976
Non-cash investing and financing activities:
Change in property and equipment included in accrued expenses and other current liabilities	$	93		$	6,582		$	389		$	—		$	7,064
Issuance of note payable with option by Fertitta Interactive in exchange for redemption of noncontrolling interest	$	—		$	—		$	4,600		$	—		$	4,600

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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	$	8,920		$	46,122		$	1,683		$	(47,805	)	$	8,920
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	657			26,907			3,137			—			30,701
Provision for doubtful accounts	—			453			106			—			559
Write—downs and other charges, net	(7		)	26			—			—			19
Earnings from subsidiaries	(44,501		)	(3,304		)	—			47,805			—
Amortization of debt discount and debt issuance costs	15,615			3,258			707			—			19,580
Interest — paid in kind	—			—			1,017			—			1,017
Earnings from joint ventures	—			(545		)	—			—			(545		)
Changes in assets and liabilities:
Restricted cash	(8		)	27			—			—			19
Receivables, net	(666		)	(3,689		)	(316		)	—			(4,671		)
Inventories and prepaid expenses	689			(4,046		)	(31		)	—			(3,388		)
Accounts payable	1,593			(958		)	(378		)	—			257
Accrued interest payable	5,832			(188		)	(1		)	—			5,643
Accrued expenses and other current liabilities	(326		)	8,520			452			—			8,646
Intercompany receivables and payables	47,503			(47,550		)	47			—			—
Other, net	—			321			409			—			730
Net cash provided by operating activities	35,301			25,354			6,832			—			67,487
Cash flows from investing activities:
Capital expenditures, net of related payables	(413		)	(9,984		)	(75		)	—			(10,472		)
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			3,031			—			(6,170		)	—
Native American development costs	—			(2,766		)	—			—			(2,766		)
Other, net	(497		)	(957		)	2			—			(1,452		)
Net cash provided by (used in) investing activities	2,238			(10,204		)	(73		)	(6,170		)	(14,209		)

32

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

(amounts in thousands, unaudited)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from financing activities:
Payments 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		)	(4,701		)	(277		)	—		(39,178		)
Distributions to members	(48		)	(3,139		)	(6,079		)	6,170		(3,096		)
Debt issuance costs	(301		)	(23		)	—			—		(324		)
Payments on other debt	(366		)	—			(282		)	—		(648		)
Net cash used in financing activities	(35,115		)	(13,463		)	(6,638		)	6,170		(49,046		)
Cash and cash equivalents:
Increase in cash and cash equivalents	2,424			1,687			121			—		4,232
Balance, beginning of period	(2,420		)	93,774			2,308			—		93,662
Balance, end of period	$	4		$	95,461		$	2,429		$	—	$	97,894
Supplemental cash flow disclosures:
Cash paid for interest, net of amounts capitalized	$	13,533		$	8,719		$	—		$	—	$	22,252
Non-cash investing and financing activities:
Change in property and equipment included in accrued expenses and other current liabilities	$	—		$	2,425		$	—		$	—	$	2,425

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with our condensed 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, 2012.

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Overview

We are a premier 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 seven smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. We also manage the Gun Lake Casino in Allegan County, Michigan and have a contract to manage the Graton Resort and Casino in Sonoma County, California, which commenced construction in June 2012 and is expected to open by the end of 2013.

We also hold a majority ownership interest in Fertitta Interactive which launched its real money online gaming operations under the Ultimate Gaming brand on April 30, 2013. We have made a significant investment in Fertitta Interactive and we expect that we will continue to make significant capital contributions to support its business strategy. Online gaming is a new and rapidly evolving industry, and while we remain optimistic about the future of this business and the potential expansion into other states which may legalize online gaming, there can be no assurance that Fertitta Interactive will achieve profitability or that we will be able to recover our investment.

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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 machine play. We use our non-gaming revenue departments, including food and beverage, room, spa and entertainment, to drive customer traffic to our properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenue have a direct impact on our cash flows from operations. Management fee revenue is primarily related to the management fees we receive from Gun Lake Casino. 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 capital expenditures and provide excess cash for future development.

Results of Operations

The following table presents information about our consolidated revenues and expenses (dollars in thousands):

Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

	Three Months Ended March 31,						Percent
	2013			2012			change
Net revenues
	$	311,791		$	318,199		(2.0	)%
Management fee revenue	9,840			7,765			26.7	%
Operating income	47,693			57,995			(17.8	)%
Casino revenues	220,857			230,179			(4.0	)%
Casino expenses	84,819			88,162			(3.8	)%
Margin	61.6		%	61.7		%
Food and beverage revenues	$	60,685		$	60,949		(0.4	)%
Food and beverage expenses	41,768			42,294			(1.2	)%
Margin	31.2		%	30.6		%
Room revenues	$	27,272		$	27,858		(2.1	)%
Room expenses	11,133			10,880			2.3	%
Margin	59.2		%	60.9		%
Other revenues	$	15,844		$	16,433		(3.6	)%
Other expenses	6,159			5,875			4.8	%
Selling, general and administrative	$	70,489		$	70,005		0.7	%
Percent of net revenues	22.6		%	22.0		%
Depreciation and amortization	35,331			30,701			15.1	%
Management fee expense	11,746			11,781			(0.3	)%
Write-downs and other charges, net	2,513			451			n/m
Earnings from joint ventures	519			545			(4.8	)%
Interest expense, net	43,299			49,620			(12.7	)%
Loss on extinguishment of debt	146,787			—			n/m
Change in fair value of derivative instruments	(272		)	—			n/m
Net (loss) income attributable to noncontrolling interest	(1,354		)	2,086			n/m

n/m = Not meaningful

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Net Revenues. Consolidated net revenues for the three months ended March 31, 2013 decreased by 2.0%, to $311.8 million as compared to $318.2 million for the three months ended March 31, 2012. We believe the year over year decrease in revenues is partially due to the negative impact on the discretionary spending of our patrons resulting from the January 2013 expiration of the federal payroll tax cut. In addition, the prior year period included one extra day of activity as a result of the leap year.

Operating Income.  Consolidated operating income was $47.7 million for the three months ended March 31, 2013  as compared to $58.0 million for the three months ended March 31, 2012. The decrease in consolidated operating income is primarily the result of decreased casino profitability, costs related to Fertitta Interactive, and an increase in depreciation expense, all as described below.

Casino.  Casino revenues decreased 4.0% to $220.9 million for the three months ended March 31, 2013 as compared to $230.2 million for the three months ended March 31, 2012. The $9.3 million decrease is primarily due to decreased casino volume at our properties. Casino expenses decreased by 3.8% for the three months ended March 31, 2013 compared to the same period in the prior year, due to the decline in revenues, as well as cost saving measures across most categories of casino expenses.

Food and Beverage.   Food and beverage revenues decreased slightly for the three months ended March 31, 2013 as compared to the prior year period, primarily driven by decreased beverage revenues. Several bars and lounges were closed for conversion or remodeling during the current year period. Food revenues increased slightly during the current year period, driven by improvements in the number of restaurant guests served and the average guest check, which partially offset the decrease in beverage revenues. Food and beverage expenses decreased slightly for the three months ended March 31, 2013 as compared to the prior year period due to cost saving measures and the decreased beverage volume.

Room.  The following table presents key information about our hotel operations:

	Three Months Ended March 31,						Percent
	2013			2012			Change
Occupancy	87.8		%	87.8		%	—	%
Average daily rate	$	76		$	77		(1.3	)%
Revenue per available room	$	66		$	67		(1.3	)%

Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by total rooms available. Average daily rate (“ADR”) is calculated by dividing total room revenue, which includes the retail value of complimentary rooms, by total rooms occupied, including complimentary rooms. Revenue per available room is calculated by dividing total room revenue by total rooms available.

Room revenues decreased 2.1% for the three months ended March 31, 2013 as compared to the same period in the prior year as a result of a slight decrease in ADR, while occupancy remained flat as compared to the prior year period. Room expenses increased 2.3% for the three months ended March 31, 2013 compared to room expenses for the same period in the prior year.

Other.  Other revenues primarily include revenues from gift shops, bowling, entertainment, leased outlets and spas. Other revenues were $15.8 million for the three months ended March 31, 2013 compared to $16.4 million for the three months ended March 31, 2012. The decrease in other revenues primarily relates to leased outlets. Other expenses increased slightly to $6.2 million for the three months ended March 31, 2013 as compared to $5.9 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 in February 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, 2013, management fee revenue increased to $9.8 million as compared to $7.8 million in the prior year periods primarily due to improved operating results at Gun Lake Casino. Management fee revenue for the three months ended March 31, 2013 also includes $1.5 million in reimbursable payroll costs, primarily related to the Graton project.

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Selling, General and Administrative (“SG&A”).  SG&A expense for the three months ended March 31, 2013 increased slightly to $70.5 million as compared to $70.0 million for the prior year period. The increase is due to $2.6 million of SG&A expense of Fertitta Interactive, which we acquired in November 2012, as well as $1.1 million of profit unit expense and $1.5 million in reimbursable expenses related to Native American properties we manage pursuant to management agreements, partially offset by cost saving measures. Excluding Fertitta Interactive and the reimbursed expenses, SG&A expense for the three months ended March 31, 2013 decreased by approximately 5% as compared to the prior year period.

Depreciation and Amortization.  Depreciation and amortization expense for the three months ended March 31, 2013 was $35.3 million compared to $30.7 million for the prior year period. The increase in depreciation and amortization is due primarily to shorter lived capital expenditures placed into service during the last twelve months. In addition, the acquisition of Fertitta Interactive resulted in a $1.0 million increase in amortization expense for the three months ended March 31, 2013 as compared to the prior year period.

Management Fee Expense.  We have long-term management agreements with affiliates of Fertitta Entertainment to manage our properties. 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. Management fee expense for the three months ended March 31, 2013 and 2012 was $11.7 million and $11.8 million, respectively.

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 settlements and other non-routine charges. For the three months ended March 31, 2013, write-downs and other charges, net increased to $2.5 million as compared to $0.5 million in the prior year period due to increases in losses on asset disposals, severance and lease termination costs.

Earnings From Joint Ventures.  We hold 50% investments in Barley’s, The Greens, Wildfire Lanes and Losee Elkhorn Properties, LLC, which we account for using the equity method. Our earnings from these investments totaled $0.5 million for the three months ended March 31, 2013 and 2012, respectively.

Interest Expense, Net.  Interest expense, net, for the three months ended March 31, 2013 was $43.3 million as compared to $49.6 million for the same period in the prior year. The decrease in interest expense is primarily due to lower debt discount and debt issuance cost amortization during the current year period. We refinanced approximately $2.1 billion of our long-term debt during the first quarter of 2013, the majority of which was accounted for as a debt extinguishment, and as a result, our debt discount and debt issuance costs have decreased significantly.

Loss on Extinguishment of Debt. During the three months ended March 31, 2013, we recognized a $146.8 million loss on debt extinguishment related to the refinancing of our senior notes and the Propco and Opco credit facilities, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous debt. See  Liquidity and Capital Resources — Refinancing Transactions  below for additional information about the refinancing transactions.

Change in Fair Value of Derivative Instruments. Changes in fair value of derivative instruments represents fair value changes for the ineffective portion of designated interest rate swaps and any interest rate swaps not designated in hedging relationships. Fluctuations in interest rates can cause the fair value of our interest rate swaps to change each reporting period.

At December 31, 2012, we had two interest rate swaps which effectively converted a portion of our floating-rate debt to a fixed rate. A portion of one of these swaps was designated in a hedging relationship, and the other swap was designated in a hedging relationship, but had a small amount of ineffectiveness. In connection with the refinancing transactions in March 2013, we amended our interest rate swaps to more closely match the terms of the new credit arrangement. These amendments resulted in the discontinuation of the two existing cash flow hedging relationships, and accordingly, cumulative deferred losses totaling $1.1 million that had been recognized in other comprehensive income will be amortized as an increase to interest expense as the previously hedged interest payments continue to occur through July 2015. The amended interest rate swaps, which have been designated as cash flow hedges, effectively convert $1.1 billion of our variable-rate debt to a fixed rate of 6.0%.

For the three months ended March 31, 2013, amortization of the deferred losses on discontinued cash flow hedging relationships increased our interest expense by $2.7 million. In addition, we recognized losses totaling $0.3 million related to changes in the fair value of the undesignated and ineffective portions of the interest rate swaps prior to the amendment and the ineffective portions of the swaps after the amendment.

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Net (Loss) Income Attributable to Noncontrolling Interest. For the three months ended March 31, 2013, the portion of consolidated net loss attributable to noncontrolling interest was a net loss of $1.4 million, which includes $2.0 million in net losses attributable to noncontrolling interests of Fertitta Interactive, partially offset by net income of $0.6 million attributable to noncontrolling interests of MPM. For the three months ended March 31, 2012, net income attributable to noncontrolling interests was $2.1 million, representing net income attributable to the noncontrolling members of MPM.

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 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, 2012.

Capital Resources

At March 31, 2013, we had $102.2 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties. At March 31, 2013, our borrowing availability was $313.3 million under our revolving credit facility, which is net of outstanding letters of credit and similar obligations totaling $36.7 million. Our restricted cash totaled $1.4 million at March 31, 2013, primarily representing escrow balances related to the June 2011 restructuring transactions.

Our primary cash requirements for the remainder of 2013 are expected to include (i) principal and interest payments on our indebtedness, which includes interest from our cash flow hedges, totaling $14.1 million and $92.2 million, respectively, (ii) approximately $55 million to $60 million for maintenance and other capital expenditures and investments, including investments to support the operations of Fertitta Interactive, and (iii) payments totaling approximately $1.7 million related to our existing and potential Native American projects. 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. We believe that cash flows from operations, available borrowings under our credit agreement 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.

Refinancing Transactions

On March 1, 2013, we entered into a new credit agreement with a $350 million revolving credit facility and a $1.625 billion term loan facility, and we issued $500 million in aggregate principal amount of 7.50% Senior Notes. We used the proceeds to repay all amounts outstanding under the Propco and Opco credit agreements, to repurchase all of our outstanding senior notes due 2018, and to pay associated fees and expenses. These transactions are described in more detail below.

Tender Offer. On February 14, 2013, we commenced a cash tender offer and consent solicitation for any and all of our senior notes due 2018 pursuant to which we offered to repurchase the notes at a purchase price of $991.50 in cash, plus a $10.00 consent payment, per $1,000 in principal amount. We completed the tender offer and repurchased all of the senior notes on March 1, 2013.

7.50% Senior Notes. On March 1, 2013, we issued, in a private offering, $500 million in aggregate principal amount of 7.50% Senior Notes due March 1, 2021 (the “Indenture”). Interest is due March 1 and September 1 of each year commencing September 1, 2013. On or after March 1, 2016, we may redeem the 7.50% Senior Notes, in whole or in part, at the redemption prices specified in the Indenture. Prior to March 1, 2016, we may redeem the 7.50% Senior Notes plus accrued and unpaid interest, and a make-whole premium. Prior to March 1, 2016, we are also entitled to redeem up to $175 million of 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the Indenture.

The 7.50% Senior Notes are guaranteed by our existing and future restricted subsidiaries that guarantee our obligations under the New Credit Facility.

If we experience certain change of control events (as defined in the Indenture), we must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount of 7.50% Senior Notes plus accrued and unpaid interest to the date of repurchase.

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The Indenture contains certain customary covenants limiting, among other things, our ability and the ability of our restricted subsidiaries, which includes all of our operating properties in the Las Vegas area, to incur or guarantee additional debt, create liens, transfer and sell assets, merge, consolidate, sell, transfer or otherwise dispose of all or substantially all of our assets, enter into certain transactions with affiliates, and engage in lines of business other than our core business and related businesses, and our restricted subsidiaries’ ability to pay dividends or distributions (other than customary tax distributions). 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 would permit or require the principal and accrued interest on the 7.50% Senior Notes to be declared due and payable.

New Credit Facility. On March 1, 2013, we entered into the New Credit Facility, which includes a $1.625 billion term loan (the “Term Loan Facility”) and a $350 million revolving credit facility.

The Term Loan Facility is fully drawn and will mature on March 1, 2020. Subject to the satisfaction of certain conditions, amounts may be borrowed under the Revolving Credit Facility, which will be fully available at any time prior to maturity on March 1, 2018. At our option and upon compliance with certain conditions, we have the right to increase our borrowings under the New Credit Facility in an aggregate total principal amount not to exceed the greater of (a) $350.0 million or (b) an unlimited amount (subject to certain conditions and to pro forma first lien leverage of less than or equal to 4.50x).

The interest rate on the Term Loan Facility is at our option, either (i) LIBOR plus 4.00%, or (ii) a base rate plus 3.00%; with a minimum LIBOR rate of 1.00%. The interest rate on the Revolving Credit Facility is at our option, either (i) LIBOR plus a margin up to 3.50%, or (ii) a base rate plus a margin up to 2.50%, subject to a leverage based grid. We are also required to pay a fee of 0.50% per annum on the unused portion of the Revolving Credit Facility.

The New Credit Facility is secured by substantially all of our personal property assets and substantially all personal property assets of the restricted subsidiaries and mortgages on certain real property. The New Credit Facility is also secured by a pledge of all of our equity. Borrowings under the New Credit Facility are guaranteed by all of our existing and future subsidiaries other than those that we designate as unrestricted subsidiaries.

We will be required to make quarterly principal payments on the Term Loan Facility in an amount equal to 0.25% of the sum of the original principal amount under the Term Loan Facility and the aggregate amount of any increased commitments under the Term Loan Facility beginning on June 30, 2013. In addition to the scheduled principal payments on the Term Loan Facility, we will be required to make certain mandatory prepayments on the Term Loan Facility with a portion of our excess cash flow as follows: (A)(i) 50% of excess cash flow so long as our total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 4.50 to 1.00 but greater than 3.50 to 1.00, or (iii) 0.0% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 3.50 to 1.00, and (B) 100% of all net cash proceeds of asset sales or other dispositions, the issuance or incurrence of additional debt, and the receipt of insurance proceeds and condemnation awards, in each case subject to certain customary carve-outs and reinvestment provisions.

We must pay a premium if we prepay the Term Loan Facility prior to March 1, 2014. On or after March 1, 2014, we may, at our option, prepay the Term Loan Facility at par.

The credit agreement governing the New Credit Facility contains a number of customary covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of the restricted subsidiaries to incur additional indebtedness or become a guarantor; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries or make capital expenditures. The credit agreement governing the New Credit Facility also requires that we maintain a maximum total leverage ratio and a minimum interest coverage ratio, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. These financial ratio covenants include a maximum total leverage ratio ranging from 8.00:1.00 in 2013 to 5.00:1.00 in 2017 and a minimum interest coverage ratio of 2.00:1.00 in 2013 to 3.00:1.00 in 2017. The testing of these financial ratio covenants began with the fiscal quarter ended March 31, 2013, and at March 31, 2013, we were in compliance with all applicable covenants.

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The credit agreement governing the New Credit Facility contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the New Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder.

Cash Flow Information

Following is a summary of our cash flow information (amounts in thousands):

	Three Months Ended March 31,
	2013			2012
Cash flows provided by (used in):
Operating activities	$	55,723		$	67,487
Investing activities	(30,435		)	(14,209		)
Financing activities	(52,013		)	(49,046		)

Cash Flow from Operations. Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation, amortization and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenue are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations. During the three months ended March 31, 2013, net cash provided by operating activities totaled $55.7 million, compared to net cash provided by operating activities of $67.5 million for the three months ended March 31, 2012. The decrease in cash provided by operating activities is primarily due to decreased profitability in our casino operations during the three months ended March 31, 2013 as compared to the prior year period as discussed under  Results of Operations  above, and the negative impact of normal fluctuations in working capital.

Investing Activities. During the three months ended March 31, 2013, cash paid for capital expenditures totaled $29.0 million as compared to capital expenditures of $10.5 million for the prior year period. Our capital expenditures include various remodeling projects as well as the purchase of gaming equipment, computer equipment and software. In addition, during the three months ended March 31, 2013, we paid $0.7 million in reimbursable advances to the Mono tribe for its development project, as compared to advances of $0.2 million and $2.6 million, respectively, to the Mono and the FIGR during the prior year period.

Financing Activities. During the three months ended March 31, 2013, we refinanced approximately $2.1 billion of our outstanding debt as described under  Refinancing Transactions  above. In connection with the refinancing, we paid debt issuance costs of approximately $35.3 million. In addition, during the three months ended March 31, 2013 we paid $0.2 million in distributions to our members, representing the members’ taxes due on our results of operations.

During the three months ended March 31, 2013, our consolidated variable interest entity, MPM, paid $1.7 million in distributions to noncontrolling interest holders, and Fertitta Interactive received $2.3 million of capital contributions from noncontrolling interest holders to fund its operations.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we have any derivative arrangements other than the previously discussed interest rate swaps. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At March 31, 2013, we had outstanding letters of credit and similar obligations totaling $36.7 million.

Contractual Obligations

Except for changes related to our long-term debt and interest rate swaps resulting from the March 1, 2013 refinancing transactions, there have been no material changes to the contractual obligations previously reported in our Annual Report on Form 10-K for the year ended December 31, 2012.

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The following table summarizes our contractual obligations at March 31, 2013 related to long-term debt and interest rate swaps (amounts in thousands):

	Payments Due by Period
	Less than 1 year		1-3 years		3-5 years		Thereafter		Total
Long-term debt and interest rate swaps (a)	$	151,173	$	296,619	$	408,206	$	2,337,859	$	3,193,857

(a) Includes principal and contractual interest payments on long-term debt and projected cash payments on interest rate swaps based on interest rates in effect at March 31, 2013. See Notes 3 and 4 to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q for additional information related to long-term debt and derivative instruments.

Native American Development

Following is a summary of our Native American development project activity for the three months ended March 31, 2013. Additional information about these projects is included in Note 2 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, and in Note 8 to the consolidated financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2012.

The Federated Indians of Graton Rancheria (“FIGR”)

Construction of the FIGR casino project is proceeding on schedule and within budget. We anticipate that the project will be completed and opened for business during the fourth quarter of 2013.

We have evaluated the likelihood that the FIGR project will be successfully completed and opened, and have concluded that at March 31, 2013, the likelihood of successful completion is in the range of 95% 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.

North Fork Rancheria of Mono Indian Tribe (“Mono”)

On February 5, 2013, the Department of the Interior (“DOI”) accepted 305 acres of land into trust on behalf of the Mono for the development of the project. In connection with the DOI accepting the site into trust, the terms of the development and management agreements with the Mono were amended. Subject to the approval of the National Indian Gaming Commission (“NIGC”), the management agreement was amended to increase the management fee that we will receive from 24% to 30% of the facility’s net income. The tribal-state Class III gaming compact between the State of California and the Mono remains subject to the ratification of the California legislature and the DOI must then either approve or reject the compact or otherwise allow it to become effective by operation of law. No assurances can be provided as to whether the California legislature will ratify the compact, or whether the DOI will approve the compact or otherwise allow it to become effective.

We currently estimate that construction of the facility may begin in 2014 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 assist the Mono in obtaining third-party financing for the project once all necessary regulatory approvals have been received and before construction has commenced, however there can be no assurance that financing for the project will be obtained on acceptable terms or at all.

Pursuant to the development agreement, we have made reimbursable advances to the Mono which are expected to be repaid from the proceeds of third-party financing or from the project’s gaming revenues. At March 31, 2013, the carrying value of the advances was $3.9 million.

We have evaluated the likelihood that the Mono project will be successfully completed and opened, and have concluded that at March 31, 2013, the likelihood of successful completion is in the range of 65% to 75%. 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.

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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.

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, the Gun Lake Tribal Gaming Commission and the Federated Indians of Graton Rancheria 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 current legislative session began February 4, 2013. There have been no specific proposals during the current 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 purchased for use in complimentary meals provided to patrons and employees is not subject to Nevada use tax. We filed refunds for the periods from March 2000 through February 2008, and began claiming this exemption on our sales and use tax returns for periods subsequent to February 2008 given the Nevada Supreme Court decision. The amount subject to these refunds is approximately $15.6 million plus interest. The Department of Taxation subsequently audited us and issued a sales tax deficiency on the cost of food used in complimentary meals provided to patrons and employees for the period March 2000 through February 2008. On July 9, 2012, a Nevada Administrative Law Judge concluded that the State’s sales tax deficiency for our complimentary meals provided to patrons and employees for the period March 2000 through February 2008 will be allowed, but only to the extent of use tax previously paid for these meals. The Administrative Law Judge did award us a refund of approximately $0.7 million of use tax paid on certain non-gaming related promotional meals. We appealed the decision. On October 1, 2012, the Nevada Tax Commission upheld the Administrative Law Judge’s decision. We have appealed that portion of the decision that denied the refund.

The Department of Taxation has issued a regulation that as of February 15, 2012, 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. On June 25, 2012 the Nevada Tax Commission adopted the Department of Taxation’s regulation. The Department of Taxation has issued guidance delaying the payment of this sales tax until the earlier of (1) approval of the regulation by the Legislative Commission, (2) affirmation by the Nevada Supreme Court, (3) the effective date of relevant legislation or (4) June 30, 2013. As of March 31, 2013, we have accrued a liability for the estimated amount of sales tax on complimentary food and employee meals for the period February 15, 2012 through March 31, 2013.

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

On March 1, 2013, we entered into a series of transactions to refinance the debt outstanding under our senior notes and the Propco and Opco credit agreements. A description of our indebtedness is included in Note 3 to the condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Derivative Instruments

We have entered into various interest rate swaps to manage our exposure to interest rate risk. In connection with the March 1, 2013 refinancing, we amended our interest rate swaps, as described in Note 4 to the accompanying condensed consolidated financial statements. At March 31, 2013 we have two floating-to-fixed interest rate swaps with notional amounts totaling $1.1 billion. These interest rate swaps effectively fix the interest rates on a portion of our variable-rate debt at 6%. As of March 31, 2013, we paid a weighted-average fixed interest rate of 1.88% and received a weighted-average variable interest rate of 1.00% on our interest rate swaps.

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The difference between amounts received and paid under the designated portions of 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, 2013, our interest rate swaps increased our interest expense by $3.1 million. The changes in the fair value of the effective portions of our designated interest rate swaps is recognized in other comprehensive income. The changes in the fair value of any ineffective portion of designated swaps, as well as changes in the fair value of any non-designated portion of our interest rate swaps, are recognized in change in fair value of derivative instruments as they occur.

Critical Accounting Policies and Estimates

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, 2012. There have been no material changes to our critical accounting policies and estimates during the three months ended March 31, 2013.

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 our substantial indebtedness; 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; risks associated with construction projects, including shortages of materials or labor, unexpected costs, unforeseen permitting or regulatory issues and weather; litigation outcomes and judicial actions, including gaming legislative action, referenda and taxation; acts of war or terrorist incidents or natural disasters; risks associated with the collection and retention of data about our customers, employees, suppliers and business partners; and other risks described in our filings with the Securities and Exchange Commission. 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, and by using interest rate swaps 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 March 31, 2013, $1.74 billion of the borrowings under our credit agreements are based on LIBOR plus applicable margins of 3.50% to 4.00%, and none of our outstanding borrowings are based on the base rate. The LIBOR rate underlying $1.625 billion of LIBOR-based borrowings outstanding under the New Credit Agreement was 1.00%, which is the LIBOR floor stipulated in the agreement. The LIBOR rate underlying the borrowings under the land loan is 0.2037% at March 31, 2013. The weighted-average interest rates for variable rate debt shown in the following table are calculated using the rates in effect as of March 31, 2013. We cannot predict the LIBOR or base rate interest rates that will be in effect in the future, and actual rates will vary.

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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, 2013, we have two variable-to-fixed interest rate swaps with notional amounts totaling $1.1 billion 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. Our interest rate swaps 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 designated 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 our interest rate swaps, which is reflected as a long-term liability in our Consolidated Balance Sheets. The fair values of interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. To comply with the provisions of ASC Topic 820,  Fair Value Measurements and Disclosures , we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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 swaps are deferred in other comprehensive income on our Condensed Consolidated Balance Sheets. 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, 2013.

Based on our outstanding borrowings as of March 31, 2013, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $2.2 million, after giving effect to our interest rate swaps. The estimated fair value of our long-term debt at March 31, 2013 is $2.3 billion.

The terms of our long-term debt and interest rate swap agreements have changed since December 31, 2012 as a result of the March 1, 2013 refinancing transactions. Accordingly, the following tables present updates to the information previously reported under Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2012.

Information about future principal maturities, excluding original issue discounts, of our long-term debt and the weighted-average contractual interest rates in effect at March 31, 2013 is as follows (dollars in millions):

	Expected maturity date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
Long-term debt:
Fixed rate	$	1.9		$	2.5		$	2.7		$	2.8		$	2.9		$	530.9		$	543.7		$	543.7
Weighted-average interest rate	4.44		%	4.27		%	4.27		%	4.28		%	4.17		%	7.28		%	7.21		%
Variable rate	$	12.2		$	16.3		$	16.3		$	126.5		$	16.3		$	1,547.6		$	1,735.2		$	1,716.2
Weighted-average interest rate	5.00		%	5.00		%	5.00		%	3.87		%	5.00		%	5.00		%	4.92		%

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The following table provides information about our interest rate swaps at March 31, 2013 (dollars in millions):

	Expected maturity date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
Interest rate swaps:
Notional amount	$	48.5		$	80.1		$	42.2		$	47.1		$	872.8		$	—		$	1,090.7		$	26.4
Weighted-average fixed interest rate payable (a)	2.04		%	2.04		%	1.77		%	1.77		%	1.77		%	—		%	1.88		%
Weighted-average variable interest rate receivable (b)	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%	—		%	1.00		%

(a)Based on actual fixed rates payable.

(b)Based on actual variable rates receivable.

Additional information about our long-term debt and interest rate swap agreements is included in Notes 3 and 4 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”)). In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective, at the reasonable assurance level, and are 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.

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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 such 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, 2012. 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.

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Item 6.    Exhibits

(a)   Exhibits
	No. 4.1 —	Supplemental Indenture dated as of March 1, 2013, by and among Station Casinos LLC, 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 March 1, 2013.)
	No. 4.2 —	Indenture dated as of March 1, 2013, by and 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 March 1, 2013.)
	No. 10.1 —	Credit Agreement dated as of March 1, 2013, 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (Incorporated herein by reference to the Company’s Current Report on Form 8-K/A filed on March 5, 2013.)

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

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, 2013	/s/ MARC J. FALCONE
	Marc J. Falcone Executive Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

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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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 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;

(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.

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, 2013

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Marc J. Falcone, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Station Casinos LLC;

2.Based on my knowledge, this 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 report;

3.Based on my knowledge, the financial statements, and other financial information included in this 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 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;

(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.

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, 2013

/s/ MARC J. FALCONE

Marc J. Falcone

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial 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 certifies 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, 2013 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, 2013

/s/ FRANK J. FERTITTA III

Frank J. Fertitta III

Chief Executive Officer

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 certifies as follows:

1.Marc J. Falcone is the Principal Financial 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, 2013 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, 2013

/s/ MARC J. FALCONE

Marc J. Falcone

Executive Vice President, Chief Financial Officer and Treasurer

(Principal Financial Officer)