Prepared by MERRILL CORPORATION

GV RANCH STATION, INC., a Nevada corporation

/s/ SCOTT M. NIELSON

Scott M. Nielson

Address:
c/o Station Casinos, Inc.
2411 West Sahara Avenue
Las Vegas, Nevada 89102
Attn: Glenn C. Christenson
Executive Vice President
Telecopier: (702) 367-2424
Telephone: (702) 367-2484

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

FORM 10-Q

/x/	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2001

/ /	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 000-21640

STATION CASINOS, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other jurisdiction of
incorporation or organization)

88-0136443
(I.R.S. Employer Identification No.)

2411 West Sahara Avenue, Las Vegas, Nevada
(Address of principal executive offices)

89102
(Zip Code)

(702) 367-2411
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 / /

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class		Outstanding at October 31, 2001
Common stock, $.01 par value		56,940,583

STATION CASINOS, INC.
INDEX

Part I.	Financial Information
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)—September 30, 2001 and December 31, 2000	3
	Condensed Consolidated Statements of Operations (unaudited)—Three and nine months ended September 30, 2001 and 2000	4
	Condensed Consolidated Statements of Cash Flows (unaudited)—Nine months ended September 30, 2001 and 2000	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	23
Part II.	Other Information
Item 1.	Legal Proceedings	24
Item 2.	Changes in Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Submission of Matters to a Vote of Security Holders	26
Item 5.	Other Information	26
Item 6.	Exhibits and Reports on Form 8-K	26
Signature		27

Part I—FINANCIAL INFORMATION

Item 1. Financial Statements

STATION CASINOS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)
(unaudited)

			September 30, 2001			December 31, 2000
ASSETS
Current assets:
	Cash and cash equivalents		$	66,477		$	255,984
	Receivables, net			13,843			11,128
	Income tax receivable			5,659			18,351
	Inventories			4,895			3,975
	Prepaid gaming taxes			15,018			11,072
	Prepaid expenses			8,939			5,276
	Deferred income tax			3,536			7,248

		Total current assets		118,367			313,034
Property and equipment, net				1,095,806			811,449
Goodwill, net				190,608			114,854
Land held for development				97,516			97,949
Investment in joint ventures				73,708			48,229
Other assets, net				74,281			54,913

		Total assets	$	1,650,286		$	1,440,428

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt		$	184		$	5,684
	Accounts payable			11,498			21,871
	Accrued payroll and related			20,103			20,335
	Construction contracts payable			15,423			5,476
	Accrued interest payable			27,038			10,998
	Accrued progressives			6,626			6,837
	Accrued expenses and other current liabilities			38,880			53,541

		Total current liabilities		119,752			124,742
Long-term debt, less current portion				1,227,808			983,941
Deferred income tax, net				36,549			31,336
Other long-term liabilities, net				21,258			11,522

		Total liabilities		1,405,367			1,151,541

Commitments and contingencies
Stockholders' equity:
	Common stock, par value $.01; authorized 135,000,000 shares; 64,740,368 and 63,919,530 shares issued			435			427
	Treasury stock, 7,693,785 and 3,552,401 shares, at cost			(96,348	)		(41,882	)
	Additional paid-in capital			293,229			288,794
	Deferred compensation—restricted stock			(14,902	)		(6,050	)
	Retained earnings			62,505			47,598

		Total stockholders' equity		244,919			288,887

		Total liabilities and stockholders' equity	$	1,650,286		$	1,440,428

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

STATION CASINOS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share data)
(unaudited)

			Three Months Ended September 30,						Nine Months Ended September 30,
			2001			2000			2001			2000
Operating revenues:
	Casino		$	165,696		$	204,070		$	493,415		$	611,996
	Food and beverage			36,317			33,777			105,886			103,829
	Room			11,025			10,816			36,178			33,955
	Other			18,335			17,355			53,917			49,657

		Gross revenues		231,373			266,018			689,396			799,437
	Promotional allowances			(18,960	)		(16,956	)		(54,448	)		(51,204	)

		Net revenues		212,413			249,062			634,948			748,233

Operating costs and expenses:
	Casino			74,066			95,320			215,681			280,837
	Food and beverage			22,692			20,679			64,697			62,481
	Room			4,968			4,112			14,383			12,102
	Other			11,183			9,439			31,814			27,127
	Selling, general and administrative			44,778			44,770			123,877			131,112
	Corporate expense			7,167			6,182			19,649			20,190
	Depreciation and amortization			17,959			16,029			51,894			48,295
	Preopening expenses			757			984			1,966			984
	Gain on sale of Southwest Gaming			(1,662	)		—			(1,662	)		—
	Impairment loss			—			—			4,001			—
	Missouri/Nevada investigations and fines			—			2,517			—			2,695
	Restructuring charge			—			1,729			—			1,729

				181,908			201,761			526,300			587,552

Operating income				30,505			47,301			108,648			160,681

Other income (expense):
	Interest expense, net			(24,353	)		(23,193	)		(73,645	)		(67,919	)
	Other			1,027			736			1,220			173

				(23,326	)		(22,457	)		(72,425	)		(67,746	)

Income before income taxes and extraordinary item				7,179			24,844			36,223			92,935
Income tax provision				(2,584	)		(8,892	)		(13,040	)		(33,922	)

Income before extraordinary item				4,595			15,952			23,183			59,013
Extraordinary item—loss on early retirement of debt, net of applicable income tax benefit				—			(383	)		(8,276	)		(383	)

Net income applicable to common stock			$	4,595		$	15,569		$	14,907		$	58,630

Basic and diluted earnings per common share:
	Earnings applicable to common stock, before extraordinary item:
		Basic	$	0.08		$	0.26		$	0.40		$	0.97
		Diluted	$	0.08		$	0.25		$	0.39		$	0.93
	Earnings applicable to common stock:
		Basic	$	0.08		$	0.26		$	0.26		$	0.97
		Diluted	$	0.08		$	0.25		$	0.25		$	0.93
Weighted average common shares outstanding:
		Basic		57,894			60,281			57,918			60,603
		Diluted		59,788			62,889			60,042			63,384

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

STATION CASINOS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

				Nine Months Ended September 30,
				2001			2000
Cash flows from operating activities:
Net income				$	14,907		$	58,630

Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				51,894			48,295
	Loss on early retirement of debt				12,732			590
	Amortization of debt discount and issuance costs				4,827			2,118
	Gain on sale of Southwest Gaming				(1,662	)		—
	Impairment loss				4,001			—
	Changes in assets and liabilities:
		Decrease (increase) in accounts and notes receivable, net			9,297			(34,790	)
		Increase in inventories and prepaid expenses			(7,592	)		(3,104	)
		Decrease in deferred income tax			8,925			19,510
		(Decrease) increase in accounts payable			(10,224	)		2,415
		Increase in accrued expenses and other liabilities			1,233			9,815
	Other, net				(200	)		(2,351	)

			Total adjustments		73,231			42,498

			Net cash provided by operating activities		88,138			101,128

Cash flows from investing activities:
	Capital expenditures				(418,452	)		(83,735	)
	Investment in joint ventures				(25,974	)		(18,966	)
	Purchase of land held for development				(13,159	)		(36,450	)
	Proceeds from sale of property and equipment				11,399			14,371
	Increase in construction contracts payable				9,947			4,920
	Other, net				(2,945	)		(2,223	)

			Net cash used in investing activities		(439,184	)		(122,083	)

Cash flows from financing activities:
	Proceeds from the issuance of senior notes				400,000			—
	Proceeds from the issuance of senior subordinated notes				—			373,522
	Redemption of 10¹/8% senior subordinated notes				(206,247	)		—
	Purchase of treasury stock				(47,561	)		(29,823	)
	Borrowings (payments) under bank facility, net				26,000			(320,300	)
	Debt issuance costs				(7,572	)		—
	Principal payments on notes payable				(5,609	)		(7,685	)
	Exercise of stock options				990			600
	Other, net				1,538			(5,086	)

			Net cash provided by financing activities		161,539			11,228

Cash and cash equivalents:
	Decrease in cash and cash equivalents				(189,507	)		(9,727	)
	Balance, beginning of period				255,984			73,072

	Balance, end of period			$	66,477		$	63,345

Supplemental cash flow disclosures:
	Cash paid for interest, net of amounts capitalized			$	58,667		$	55,631
	Cash (received) paid for income taxes, net			$	(12,798	)	$	14,150
	Property and equipment purchases financed by debt			$	200		$	—
	Stock-for-stock sale of Soutwest Gaming			$	8,440		$	—

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

STATION CASINOS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

Station Casinos, Inc. (the "Company"), a Nevada Corporation, is a gaming company that currently owns and operates seven major hotel/casino properties and two smaller casino properties in the Las Vegas metropolitan area. Until September 30, 2001, the Company also owned and provided slot route management services in southern Nevada (See Note 6). On October 2, 2000, the Company consummated the purchase of substantially all of the assets of the Santa Fe Hotel & Casino for an aggregate purchase price of $205 million and renamed the property Santa Fe Station. Until December 20, 2000, the Company owned and operated St. Charles Riverfront Station, Inc. ("Station Casino St. Charles") located in St. Charles, Missouri and Kansas City Station Corporation ("Station Casino Kansas City") located in Kansas City, Missouri. On December 20, 2000, the Company consummated the sale of substantially all of the assets of Station Casino St. Charles and Station Casino Kansas City (collectively the "Missouri Properties") to Ameristar Casinos, Inc. for an aggregate purchase price of approximately $488 million. On January 4, 2001, the Company consummated the purchase of substantially all of the assets of the Fiesta Casino Hotel for a purchase price of $170.0 million. On January 30, 2001, the Company consummated the purchase of substantially all of the assets of The Reserve Hotel & Casino for an aggregate purchase price of $71.8 million.

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Palace Station Hotel & Casino, Inc. ("Palace Station"), Boulder Station, Inc. ("Boulder Station"), Texas Station, LLC ("Texas Station"), Sunset Station, Inc. ("Sunset Station"), Santa Fe Station, Inc. ("Santa Fe Station"), Fiesta Station, Inc. ("Fiesta"), The Reserve Hotel & Casino ("The Reserve"), Southwest Gaming Services, Inc. ("SGSI"), and Tropicana Station, Inc., the operator of the Wild Wild West Gambling Hall & Hotel ("Wild Wild West"). The Company also owns a 50% interest in Town Center Amusements, Inc., d.b.a. Barley's Casino & Brewing Company ("Barley's") and Green Valley Ranch Gaming, LLC ("Green Valley Ranch"). All significant intercompany accounts and transactions have been eliminated.

The accompanying condensed consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company 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 results for the three and nine months ended September 30, 2001 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 the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

Certain amounts in the three and nine months ended September 30, 2000 condensed consolidated financial statements have been reclassified to be consistent with the current year presentation. These reclassifications had no effect on the previously reported net income.

2. Long term Debt

Long term debt consists of the following (amounts in thousands):

		September 30, 2001			December 31, 2000
Amended and restated reducing revolving credit facility, $300.8 million limit at September 30, 2001, due September 30, 2003, interest at a margin above the bank's prime rate or the Eurodollar Rate (6.2% at September 30, 2001)		$	90,000		$	64,000
8³/8% senior notes, interest payable semi-annually, principal due February 15, 2008			400,000			—
9⁷/8% senior subordinated notes, interest payable semi-annually, principal due July 1, 2010, net of unamortized discount of $1.4 million at September 30, 2001			373,638			373,566
8⁷/8% senior subordinated notes, interest payable semi-annually, principal due December 1, 2008			199,900			199,900
9³/4% senior subordinated notes, interest payable semi-annually, principal due April 15, 2007, net of unamortized discount of $3.8 million at September 30, 2001			146,155			145,782
10¹/8% senior subordinated notes			—			197,205
Other long-term debt, collateralized by various assets, including slot machines, furniture and equipment, and land, monthly installments including interest ranging from 8.0% to 9.0% at September 30, 2001			3,763			9,172

	Total long-term debt		1,213,456			989,625
Current portion of long-term debt			(184	)		(5,684	)
Market value of interest rate swaps			14,536			—

	Total long-term debt, net	$	1,227,808		$	983,941

In February 2001, the Company reduced the commitments under its existing bank credit facility (the "Revolving Facility") from $380.8 million to $300.8 million. The Borrowers are the material operating subsidiaries and the Revolving Facility is secured by substantially all of the Company's assets. The Revolving Facility matures on September 30, 2003. The availability under the Revolving Facility will reduce by $0.6 million on March 31, 2002; by $17.5 million on June 30, 2002 and September 30, 2002; by $30.6 million on December 31, 2002, March 31, 2003 and June 30, 2003; and by $173.4 million on September 30, 2003. Borrowings under the Revolving Facility bear interest at a margin above the Alternate Base Rate or the Eurodollar Rate (each, as defined in the Revolving Facility), as selected by the Company. The margin above such rates, and the fee on the unfunded portions of the Revolving Facility, will vary quarterly based on the Company's combined consolidated ratio of debt to EBITDA (each, as defined in the Revolving Facility). As of September 30, 2001, the Borrowers' margin above the Eurodollar Rate on borrowings under the Revolving Facility was 2.50%. The maximum margin for Eurodollar Rate borrowings is 3.00%. The maximum margin for Alternate Base Rate borrowings is 1.50%. As of September 30, 2001, the fee for the unfunded portion of the Revolving Facility was 50 basis points.

The Revolving Facility contains certain financial and other covenants. These include a maximum funded debt to Adjusted EBITDA ratio for the Borrowers combined of 2.25 to 1.00 for each fiscal quarter, a minimum fixed charge coverage ratio for the preceding four quarters for the Borrowers combined of 1.50 to 1.00 for each fiscal quarter, limitations on indebtedness, limitations on asset dispositions, limitations on investments, limitations on prepayments of indebtedness and rent and limitations on capital expenditures. As of September 30, 2001, the Borrowers combined funded debt to

Adjusted EBITDA ratio was 0.46 to 1.00 and their combined fixed charge coverage ratio for the preceding four quarters ended September 30, 2001 was 1.79 to 1.00. A tranche of the Revolving Facility contains a minimum tangible net worth requirement for Palace Station and certain restrictions on distributions of cash from Palace Station to the Company. As of September 30, 2001, Palace Station's tangible net worth exceeded the requirement by approximately $10.7 million. These covenants limit Palace Station's ability to make payments to the Company, a significant source of anticipated cash for the Company.

In addition, the Revolving Facility has financial and other covenants relating to the Company including a tangible net worth covenant. On October 26, 2001, the Company amended various covenants contained in the Revolving Facility, including a one-time waiver as of September 30, 2001, for the consolidated funded debt to Adjusted EBITDA ratio. The amendment also raised the maximum consolidated funded debt to Adjusted EBITDA ratio to no more than 6.00 to 1.00 on December 31, 2001 through June 30, 2002, which reduces to 5.75 to 1.00 on September 30, 2002 through December 31, 2002, to 5.25 to 1.00 on March 31, 2003 through June 30, 2003, and to 5.00 to 1.00 on September 30, 2003. Other covenants limit prepayments of indebtedness or rent (including, subordinated debt other than refinancings meeting certain criteria), limitations on asset dispositions, limitations on dividends, limitations on indebtedness, limitations on investments and limitations on capital expenditures. The Revolving Facility also prohibits the Company from holding excess cash and cash equivalents. As of September 30, 2001, the Company's consolidated funded debt to Adjusted EBITDA ratio was 5.47 to 1.00. The Company has pledged the stock of all of its material subsidiaries.

In February 2001, the Company completed an offering of $300.0 million of senior notes due in February 2008 (the "Senior Notes"). The Senior Notes bear interest at a rate equal to 8³/8% per annum and were priced at par. The indentures governing the Senior Notes contain substantially the same covenants as the Company's senior subordinated notes along with a limitation on liens the Company can incur. The proceeds from the Senior Notes were used to repay amounts outstanding on the Revolving Facility and to redeem $100.0 million in principal amount of the 10¹/8% senior subordinated notes due 2006. The redemption of the senior subordinated notes was completed on March 15, 2001. The Company recorded an extraordinary charge of approximately $4.2 million, net of the applicable tax benefit, related to the redemption of the senior subordinated notes.

In May 2001, the Company completed an additional offering of $100.0 million of the Senior Notes. The proceeds from the additional offering of the Senior Notes were used to redeem the remaining $98 million principal amount of the 10¹/8% senior subordinated notes due 2006. The redemption of the senior subordinated notes was completed on June 13, 2001. The Company recorded an extraordinary charge of approximately $4.0 million, net of the applicable tax benefit, related to the redemption of the senior subordinated notes.

The Company has entered into various interest rate swaps with members of its bank group to manage interest expense. The interest rate swaps have converted a portion of the Company's fixed rate debt to a floating rate. As of September 30, 2001, the Company has interest rate swap agreements with a total notional amount of $300 million in which it pays a floating rate (weighted average at September 30, 2001 of approximately 7.19%) and receives a fixed rate (weighted average at September 30, 2001 of approximately 9.56%). The net effect of the interest rate swaps resulted in a reduction in interest expense of $1.5 million and $2.4 million for the three and nine months ended September 30, 2001, respectively. The interest rate swaps terminate as follows: $150 million in 2007, $50 million in 2008, and $100 million in 2010.

The above interest rate swaps qualify for the "shortcut" method allowed under Statement of Financial Accounting Standards No. 133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"), which allows for an assumption of no ineffectiveness. As such, there is no income statement impact from changes in the fair value of the hedging instruments. Instead, the fair

value of the instrument is recorded as an asset or liability on the Company's balance sheet with an offsetting adjustment to the carrying value of the related debt. In accordance with SFAS 133, the Company recorded an asset of $14.5 million, representing the fair value of the interest rate swaps and a corresponding increase in long-term debt as these interest rate swaps are considered highly effective under the criteria established by SFAS 133.

3. Equity

On May 23, 2000, the Company announced a 3-for-2 stock split. The record date for the stock split was June 30, 2000 and the distribution date was July 17, 2000. Cash was paid for any fractional shares.

In January 2001, the Company closed out an equity forward contract and purchased 3.2 million shares of its Common Stock for approximately $46 million. As of September 30, 2001, the Company had purchased 7.7 million shares of its Common Stock at a cost of $96.3 million, of which 0.8 million shares at a cost of $6.9 million were related to the sale of Southwest Gaming (See Note 6). On July 27, 2001, the Company's board of directors authorized the repurchase of an additional 10 million shares of its Common Stock.

In March and April 2001, the Company sold put warrants on a total of 215,000 shares of its Common Stock. The proceeds from the sale of the put warrants have been recorded in additional paid-in capital. On September 21, 2001, the Company bought back 100,000 of the shares for $1.2 million. On October 5, 2001, the Company bought back the remaining 115,000 shares for $1.4 million.

4. Acquisitions and Future Development

Fiesta

On January 4, 2001, the Company consummated the purchase of substantially all of the assets of the Fiesta Casino Hotel for a purchase price of $170.0 million. The property will retain the Fiesta name and theme. Fiesta is strategically located on approximately 25 acres at the intersection of Lake Mead Boulevard and Rancho Road in North Las Vegas across from Texas Station. Fiesta features a Southwestern theme, which also includes a swimming pool, four full-service restaurants, several fast-food outlets, a gift shop, a non-gaming video arcade, a 970-seat entertainment lounge and five additional bars.

The Reserve

On January 30, 2001, the Company consummated the purchase of substantially all of the assets of The Reserve Hotel & Casino for an aggregate purchase price of $71.8 million. The Reserve is strategically located on approximately 46 acres at the intersection of Interstate 215 and Interstate 515. The Reserve currently features an African safari and big game reserve theme, which also includes a swimming pool, four full-service restaurants, several fast-food outlets, a gift shop, three bars and lounges and meeting space.

During the second quarter of 2001, the Company completed revisions to the casino floor and parking areas of the facility. In addition, the Company is currently transitioning The Reserve to a Fiesta-branded property, which is expected to be completed by the end of the year. The Company expects to spend approximately $20 million on these projects, of which $12.2 million has been spent as of September 30, 2001.

Green Valley Ranch Station Casino

Development continues on Green Valley Ranch Station Casino, located at the intersection of the Interstate 215 Southern Beltway and Green Valley Parkway in Henderson, Nevada. The Company is

jointly developing the project on 40 acres of a 170-acre multi-use commercial development with GCR Gaming, which is principally owned by members of the Greenspun family. The Company is the managing partner of the project and will receive a management fee for its services of two percent of the property's revenues and approximately five percent of EBITDA. The $300 million project is expected to open in December 2001.

During the third quarter, the Company completed a financing for Green Valley Ranch Station Casino. The financing was completed with a group of banks led by Bank of America, and provides for borrowings up to $165.0 million at a margin above the LIBOR rate of up to 250 basis points upon the opening of the property. Also during the quarter, the Company entered into an agreement to swap the majority of this floating rate to a fixed rate that will approximate 6.9% during the term of the loan. The loan requires initial equity contributions from each partner of $50.0 million, which have been made as of September 30, 2001, and equity contributions for a completion guaranty, if necessary (if project costs exceed $300.0 million) and for a limited make-well of $44.0 million, if necessary (based on operating results of the project). Both the completion guaranty and make-well are joint and several obligations of each partner, with GCR Gaming's obligation collateralized. The make-well agreement will terminate upon achieving a debt to EBITDA ratio of less than or equal to 3.00 to 1.00 and producing EBITDA before management fees of at least $42.0 million. In addition to the initial equity contributions and the bank financing, the Company expects to complete a $35.0 million equipment financing in the fourth quarter. In the event that this financing cannot be obtained, additional equity contributions would be required.

The new project is planned to complement the Green Valley master-planned community. The plans for the project include over 330,000 square feet of public space and 200 hotel rooms. Planned entertainment amenities include a state-of-the-art spa with outdoor pools, a 10-screen movie theater, six full-service restaurants, a fast-food court with six quick-serve outlets and a non-gaming arcade. It is anticipated that the casino will have approximately 2,500 slot machines and over 50 table games. The planned facility also includes a race and sports book, a poker room and parking for approximately 3,200 vehicles in a low-rise garage and on surface parking.

United Auburn Indian Community

On October 12, 1999, the Company announced that it had entered into a Development Services Agreement and a Management Agreement with the United Auburn Indian Community (the "UAIC"). Subject to the receipt of certain governmental approvals, as well as voter approval of a proposed amendment to the California constitution, the Company and the UAIC intend to develop a gaming and entertainment facility on 49 acres, located approximately seven miles north of Interstate 80, in Placer County, California, near Sacramento. Voter approval of the proposed amendment to the California constitution was received in March 2000, however, there can be no assurances when or if the necessary government approvals will be received. The scope and the timing of this project have yet to be determined.

Land Held for Development

The Company has acquired several parcels of land in the Las Vegas valley as part of its development activities. The Company's decision on whether to proceed with any new gaming opportunity is dependent upon future economic and regulatory factors, the availability of financing and competitive and strategic considerations. As many of these considerations are beyond the Company's control, no assurances can be made that the Company will be able to obtain appropriate licensing or be able to secure additional, acceptable financing in order to proceed with any particular project. As of September 30, 2001, the Company had $97.5 million of land held for development. Land held for development consists primarily of three sites that are owned or leased, which comprise 161 acres. In addition, the Company has options to purchase a total of 66 acres adjacent to two of the sites.

After evaluating all options with respect to a 34-acre parcel near the intersection of Martin Luther King Jr. Drive and Craig Road in North Las Vegas, the Company does not intend to develop a casino on the site and recorded a $4.0 million impairment loss at June 30, 2001. In addition, in August 2001, the Company sold a 29-acre parcel at the intersection of Smoke Ranch Road and Rancho Road in North Las Vegas for approximately $10 million and recorded a gain on the sale of $1.0 million at September 30, 2001.

5. Recently Issued Accounting Standards

The Financial Accounting Standards Board ("FASB") issued Statements of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" in July 2001. SFAS No. 141 requires all business combinations initiated after June 30, 2001, to be accounted for using the purchase method. The Company believes that this SFAS will not have a significant impact on its results of operations or financial position.

The FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets" in July 2001. SFAS No. 142 requires that goodwill and other intangible assets are no longer subject to amortization over their estimated useful lives and will be subject to at least an annual assessment for impairment by applying a fair-value-based test. The Company currently amortizes its goodwill over 40 years. Beginning on January 1, 2002, the Company will no longer amortize goodwill. These assets will be assessed for impairment in accordance with SFAS No. 142. The balance of goodwill at September 30, 2001, was $190.6 million. Amortization expense related to goodwill for the nine months ended September 30, 2001, was $3.5 million. The Company is in the process of assessing the fair value of its intangible assets and has not yet determined whether any intangibles are impaired. Any subsequent impairments could require an adjustment of the balance in goodwill.

6. Other Matters

On September 30, 2001, the Company completed a tax-free, stock-for-stock exchange whereby the Company transferred its stock in Southwest Gaming Services, Inc. ("SGSI") to Blake Sartini, its former executive vice-president and chief operating officer, in exchange for Station Casinos' Common Stock valued at approximately $8.4 million. The Company recorded a gain of $1.7 million at September 30, 2001, as a result of this transaction.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited)

1. Overview

The following table highlights the results of operations for the Company and its subsidiaries (dollars in thousands):

		Three Months Ended September 30,							Nine Months Ended September 30,
		Three Months Ended September 30,						Percent Change	Nine Months Ended September 30,						Percent Change
		2001			2000			Percent Change	2001			2000			Percent Change
Net revenues—total		$	212,413		$	249,062		(14.7)%	$	634,948		$	748,233		(15.1)%
	Major Las Vegas Operations(a)		200,706			151,881		32.1%		598,647			464,397		28.9%
	Missouri Operations(a)		—			85,153		(100.0)%		—			247,717		(100.0)%
	Other Operations and Corporate(a)		11,707			12,028		(2.7)%		36,301			36,119		0.5%
Operating income (loss)—total		$	30,505		$	47,301		(35.5)%	$	108,648		$	160,681		(32.4)%
	Major Las Vegas Operations(a)		37,355			38,260		(2.4)%		130,388			129,247		0.9%
	Missouri Operations(a)		—			18,356		(100.0)%		—			52,763		(100.0)%
	Other Operations and Corporate(a)		(6,850	)		(9,315	)	26.5%		(21,740	)		(21,329	)	(1.9)%
Operating margin—total			14.4%			19.0%				17.1%			21.5%
	Major Las Vegas Operations(a)		18.6%			25.2%				21.8%			27.8%
	Missouri Operations(a)		—			21.6%				—			21.3%
Cash flows from:
	Operating activities	$	17,060		$	21,389		(20.2)%	$	88,138		$	101,128		(12.8)%
EBITDA (b)—total		$	47,559		$	68,560		(30.6)%	$	164,847		$	214,384		(23.1)%
	Major Las Vegas Operations(a)		54,646			49,011		11.5%		180,888			160,186		12.9%
	Missouri Operations(a)		—			24,249		(100.0)%		—			69,113		(100.0)%
	Other Operations and Corporate(a)		(7,087	)		(4,700	)	(50.8)%		(16,041	)		(14,915	)	(7.5)%

(a): The Major Las Vegas Operations include the accounts of: Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station (since October 2, 2000), Fiesta (since January 4, 2001) and The Reserve (since January 30, 2001). The Missouri Operations include the accounts of: Station Casino St. Charles and Station Casino Kansas City. On December 20, 2000, the Company completed the sale of substantially all of the assets of the Missouri Operations. Other Operations and Corporate includes the accounts of Wild Wild West, the Company's investment in Barley's, Green Valley Ranch Station Casino, Southwest Gaming (sold September 30, 2001) and Corporate expense.
(b): EBITDA consists of operating income plus depreciation, amortization, preopening expenses, gain on sale of Southwest Gaming, impairment loss, Missouri/Nevada investigations and fines, and restructuring charge. The Company believes that in addition to cash flows and net income, EBITDA is a useful financial performance measurement for assessing the operating performance of the Company. Together with net income and cash flows, EBITDA provides investors with an additional basis to evaluate the ability of the Company to incur and service debt and incur capital expenditures. To evaluate EBITDA and the trends it depicts, the components should be considered. The impact of interest, taxes, depreciation, amortization, preopening expenses, gain on sale of Southwest Gaming, impairment loss, Missouri/Nevada investigations and fines, and restructuring charge, each of which can significantly affect the Company's results of operations and liquidity and should be

considered in evaluating the Company's operating performance, cannot be determined from EBITDA. Further, EBITDA does not represent net income or cash flows from operating, financing and investing activities as defined by generally accepted accounting principles ("GAAP") and does not necessarily indicate cash flows will be sufficient to fund cash needs. It should not be considered as an alternative to net income, as an indicator of the Company's operating performance or to cash flows as a measure of liquidity. In addition, it should be noted that not all gaming companies that report EBITDA or adjustments to such measures may calculate EBITDA, or such adjustments in the same manner as the Company, and therefore, the Company's measure of EBITDA may not be comparable to similarly titled measures used by other gaming companies.

Results of Operations

On December 20, 2000, the Company completed the sale of substantially all of the assets of the Missouri Operations for $488.0 million. The Company purchased substantially all of the assets of the Santa Fe Hotel & Casino for $205.0 million, the Fiesta Casino Hotel for $170.0 million and The Reserve Hotel & Casino for $71.8 million on October 2, 2000, January 4, 2001 and January 30, 2001, respectively. The results of operations for the three and nine months ended September 30, 2001 will be substantially different from that of the three and nine months ended September 30, 2000, due to the impact of these transactions. Consolidated net revenues, operating income, operating margin and EBITDA all declined for the three and nine months ended September 30, 2001 as compared to the three and nine months ended September 30, 2000, as the respective amounts for the three acquired properties were less than those of the Missouri Operations.

For the three months ended September 30, 2001 as compared to the three months ended September 30, 2000, combined net revenues for the Company's Major Las Vegas Operations increased 32.1% to $200.7 million, while EBITDA increased 11.5% to $54.6 million, due to the acquisitions mentioned above. Same-store (Palace Station, Boulder Station, Texas Station and Sunset Station) net revenues for the three months ended September 30, 2001 declined 3.3% as compared to the three months ended September 30, 2000, resulting in a 20.9% decline in same-store EBITDA. The terrorist attacks on September 11, 2001 significantly impacted the business and third quarter results. In particular, the Company experienced a substantial decline in revenues subsequent to those events. Although the Company has implemented a cost reduction program in response to the decline in revenue, there is a lag effect to any such program. As a result, expenses represented a much higher percentage of revenues for the quarter than has historically been the case.

For the nine months ended September 30, 2001 as compared to the nine months ended September 30, 2000, combined net revenues for the Company's Major Las Vegas Operations increased 28.9% to $598.6 million, while EBITDA increased 12.9% to $180.9 million. Same-store net revenues for the nine months ended September 30, 2001 declined 4.2% as compared to the nine months ended September 30, 2000, resulting in a 13.5% decline in same-store EBITDA. In addition to the events of September 11, 2001, which occurred near the end of the nine-month period, the Company faced many other challenges, including the integration of three newly acquired hotel/casinos into Station Casinos, softer general economic conditions, higher utility costs, new competition in west Las Vegas which had an impact on Texas Station, continued road construction near Palace Station, and competitive supply increases on the Boulder Strip and surrounding areas. These issues, as well as construction which will transition The Reserve to a Fiesta-branded property, are expected to impact the Company during the remainder of 2001.

The following table highlights the various sources of revenues and expenses for the Company as compared to the prior periods (dollars in thousands, unaudited):

		Three Months Ended September 30,					Nine Months Ended September 30,
		Three Months Ended September 30,				Percent Change	Nine Months Ended September 30,				Percent Change
		2001		2000		Percent Change	2001		2000		Percent Change
Casino revenues		$	165,696	$	204,070	(18.8)%	$	493,415	$	611,996	(19.4)%
Casino expenses			74,066		95,320	(22.3)%		215,681		280,837	(23.2)%
	Margin		55.3%		53.3%			56.3%		54.1%
Food and beverage revenues		$	36,317	$	33,777	7.5%	$	105,886	$	103,829	2.0%
Food and beverage expenses			22,692		20,679	9.7%		64,697		62,481	3.5%
	Margin		37.5%		38.8%			38.9%		39.8%
Room revenues		$	11,025	$	10,816	1.9%	$	36,178	$	33,955	6.5%
Room expenses			4,968		4,112	20.8%		14,383		12,102	18.8%
	Margin		54.9%		62.0%			60.2%		64.4%
Other revenues		$	18,335	$	17,355	5.6%	$	53,917	$	49,657	8.6%
Selling, general and administrative		$	44,778	$	44,770	0.0%	$	123,877	$	131,112	(5.5)%
	Percent of net revenues		21.1%		18.0%			19.5%		17.5%
Corporate expense		$	7,167	$	6,182	15.9%	$	19,649	$	20,190	(2.7)%
	Percent of net revenues		3.4%		2.5%			3.1%		2.7%

Casino. Casino revenues decreased for the three and nine months ended September 30, 2001 as compared to the three and nine months ended September 30, 2000 as a result of the same factors affecting consolidated net revenues discussed above. The casino profit margin increased to 55.3% for the three months ended September 30, 2001 as compared to 53.3% for the three months ended September 30, 2000. The casino profit margin increased to 56.3% for the nine months ended September 30, 2001 as compared to 54.1% for the nine months ended September 30, 2000. This increase can be attributed primarily to the fact that gaming taxes in Missouri were significantly higher than in Nevada, which caused the Missouri Operations to have comparatively lower profit margins.

Food and Beverage. Food and beverage revenues for the three months ended September 30, 2001 increased 7.5% as compared to food and beverage revenues for the three months ended September 30, 2000. The increase is due to the addition of the restaurants obtained in the purchase of the three new Nevada properties, net of those no longer included due to the sale of the Missouri Operations. Food covers for the three months ended September 30, 2001, increased 8.9% over the three months ended September 30, 2000. Food and beverage net profit margins decreased to 37.5% for the three months ended September 30, 2001 from 38.8% in the three months ended September 30, 2000.

Food and beverage revenues for the nine months ended September 30, 2001 increased 2.0% as compared to food and beverage revenues for the nine months ended September 30, 2000, due to the additional restaurants gained through the purchase of the three new Nevada properties. Food covers for the nine-month period were virtually flat with the prior year. Food and beverage net profit margins decreased slightly to 38.9% from 39.8% over the same nine-month periods.

Room. Room revenues for the three and nine months ended September 30, 2001 increased 1.9% and 6.5%, respectively over room revenues for the three and nine months ended September 30, 2000. The increase in room revenues is primarily due to the addition of 324 rooms as a result of the acquisition of Santa Fe Station, Fiesta and The Reserve, net of the loss of 200 rooms at Station Casino Kansas City. The Major Las Vegas Operations average daily room rate decreased from $48 for the three months ended September 30, 2001 to $52 for the three months ended September 30, 2000. The Major Las Vegas Operations average daily room rate remained constant at $55 for the nine months ended September 30, 2001 and 2000. The events of September 11, 2001 had a significant impact on

room revenues from both a room rate and occupancy standpoint. While occupancy has returned to normal levels, room rates remain lower than prior year results.

The Major Las Vegas Operations room occupancy decreased to 88% and 89% in the three and nine months ended September 30, 2001 as compared to 92% for the three and nine months ended September 30, 2000.

Selling, General and Administrative ("SG&A"). As a percent of net revenues, SG&A increased to 21.1% in the three months ended September 30, 2001, as compared to 18.0% for the three months ended September 30, 2000. SG&A expenses were flat for the respective three-month periods. SG&A expenses for the Missouri Operations were greater than those of the three new Nevada properties, but this difference was offset by increased energy costs.

As a percentage of net revenues, SG&A increased to 19.5% in the nine months ended September 30, 2001 as compared to 17.5% in the nine months ended September 30, 2000. SG&A expenses for the nine months ended September 30, 2001 were $123.9 million, as compared to $131.1 million for the nine months ended September 30, 2000. A large portion of these costs are fixed costs, and as a result, as revenues declined due to the sale of the Missouri Operations and the addition of the three new Nevada properties, the percentage of SG&A to net revenues increased. SG&A expenses also increased due to the significant increase in engergy costs over prior year.

Corporate Expense. Corporate expense as a percentage of net revenues increased to 3.4% in the three months ended September 30, 2001, as compared to 2.5% in the three months ended September 30, 2000, and to 3.1% in the nine months ended September 30, 2001, compared to 2.7% in the nine months ended September 30, 2000. A large portion of these costs are fixed, which causes an increase in the percentage of net revenues as revenues decline. In addition, the Company experienced higher litigation and charitable contributions costs compared to prior quarters.

Depreciation and Amortization. Depreciation and amortizaton expense increased 12.0% in the three months ended September 30, 2001 to $18.0 million, as compared to $16.0 million for the three months ended September 30, 2000. Depreciation and amortization expense increased 7.5% in the nine months ended September 30, 2001 to $51.9 million, as compared to $48.3 million for the nine months ended September 30, 2000. The increase is due in part to the expansion project at Texas Station, which was completed in December 2000 and the purchase of new slot machines in the first half of 2001.

Preopening Expenses. Preopening expenses for the three months ended September 30, 2001 were $757,000, which included costs related to Green Valley Ranch Station Casino. Preopening expenses for the nine months ended September 30, 2001 were $2.0 million, which included costs related to the Fiesta, The Reserve and Green Valley Ranch Station Casino.

Gain on Sale of Southwest Gaming. On September 30, 2001, the Company sold Southwest Gaming Services, Inc. ("SGSI"), its wholly owned subsidiary, to Blake L. Sartini, its former executive vice president and chief operating officer. The Company transferred its stock in SGSI to Mr. Sartini in exchange for Station Casinos common stock valued at approximately $8.4 million. The Company recorded a gain on the sale of $1.7 million at September 30, 2001.

Impairment Loss. During the three months ended June 30, 2001, the Company recorded a $4.0 million impairment loss after evaluating all options with respect to a 34-acre parcel, near the intersection of Martin Luther King Jr. Drive and Craig Road in North Las Vegas, as the Company does not intend to develop a casino on this site.

Missouri/Nevada Investigations and Fines. During the fiscal year ended December 31, 2000, the Company recorded $4.4 million in costs related to litigation and fines stemming from investigatory proceedings in Missouri and Nevada, of which $2.7 million were incurred as of September 30, 2000.

Interest Expense. Interest costs incurred (expensed and capitalized) increased 11.2% to $27.6 million for the three months ended September 30, 2001, from $24.8 million in the prior year. Interest costs incurred (expensed and capitalized) increased 19.5% to $83.9 million for the nine months ended September 30, 2001, from $70.2 million in the prior year. This increase is due to an increase of $223.8 million in total long-term debt from the prior year (excluding the interest rate swap mark-to-market adjustment), resulting from the addition of $400 million in 8³/8% senior notes, which was offset by the elimination of $198 million in 10¹/8% senior subordinated notes.

Other. During the three months ended March 31, 2001, the Company recorded an extraordinary charge of $4.2 million, net of applicable tax benefit, related to the write-off of the unamortized debt discount, unamortized loan costs and the premium to redeem $100.0 million in principal amount of the 10¹/8% senior subordinated notes due in 2006. During the three months ended June 30, 2001, the Company recorded an extraordinary charge of $4.0 million (net of applicable tax benefit), to reflect the write-off of the unamortized debt discount, unamortized loan costs and the premium to redeem the remaining $98.0 million of principal of the 10¹/8% senior subordinated notes.

3. Liquidity and Capital Resources

During the nine months ended September 30, 2001, the Company generated cash flows from operating activities of $88.1 million. At September 30, 2001, the Company had total available borrowings of $300.8 million under the Amended Bank Facility, of which $90.0 million was outstanding. Total available borrowings will reduce each quarter beginning March 31, 2002, in accordance with the terms of the Amended Bank Facility (see "Description of Certain Indebtedness and Capital Stock-Amended Bank Facility"). The Company also had $66.5 million in cash and cash equivalents.

During the nine months ended September 30, 2001, total capital expenditures were $418.7 million, of which approximately (i) $175.8 million was related to the purchase and minor upgrades of the Fiesta, (ii) $71.8 million was related to the purchase of The Reserve, (iii) $12.2 million was related to upgrades of the property and to the rethemeing of The Reserve to a Fiesta-branded property, (iv) $41.5 million was associated with the expansion and remodeling at Santa Fe Station, (v) $10.4 million was associated with remaining costs on the expansion project at Texas Station, (vi) $14.4 million was associated with the conversion of the Texas Station slot floor to coinless devices, (vii) $23.9 million was for the land lease buyout at Sunset Station, (viii) $23.3 million was for the installation of a new slot system, (ix) $31.9 million was for maintenance capital expenditures and (x) $13.5 million was associated with various other projects. In addition to the capital expenditures noted above, the Company also made $15.8 million in net equity contributions to Green Valley Ranch Station Casino, $6.8 million in equity contributions to the Palms and purchased 3.3 million shares of its Common Stock for approximately $47.6 million.

The Company's primary cash requirements during the remainder of 2001 and 2002 are expected to include (i) the remaining costs of capital improvements at Santa Fe Station expected to cost approximately $6.3 million, (ii) costs to complete the rebranding of The Reserve to a Fiesta expected to be approximately $7.8 million, (iii) strategic land purchases throughout the Las Vegas area, (iv) opportunistic repurchases of the Company's Common Stock, (v) maintenance capital expenditures, and (vi) principal and interest payments on indebtedness.

In February 2001, the Company issued $300.0 million of senior notes, the proceeds of which were used to pay down the Revolving Facility and to repay $100.0 million of principal amount of the 10¹/8% senior subordinated notes. In May 2001, the Company issued an additional $100.0 million of the senior notes, the proceeds of which were used to repay the remaining $98.0 million of principal amount of the 10¹/8% senior subordinated notes.

The Company believes that cash flows from operations, borrowings under the Amended Bank Facility (see Note 2) and existing cash balances will be adequate to satisfy the Company's anticipated uses of cash during the remainder of 2001 and 2002. The Company, however, is continually evaluating its financing needs. If more attractive financing alternatives or expansion, development or acquisition opportunities become available to the Company, the Company may amend its financing plans assuming such financing would be permitted under its existing debt agreements (See "Description of Certain Indebtedness and Capital Stock") and other applicable agreements.

See discussion below in "Green Valley Ranch Station Casino" for potential obligations relating to the completion guaranty and make-well agreement related to Green Valley Ranch.

Recently Issued Accounting Standards.

The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" in July 2001. SFAS No. 141 required all business combinations initiated after June 30, 2001, to be accounted for using the purchase method. The Company believes that this SFAS will not have a significant impact on its results of operations or financial position.

The FASB also issued SFAS No. 142, "Goodwill and Other Intangible Assets" in July 2001. SFAS No. 142 requires that goodwill and other intangible assets are no longer subject to amortization over their estimated useful lives and will be subject to at least an annual assessment for impairment by applying a fair-value-based test. The Company currently amortizes its goodwill over 40 years. Beginning on January 1, 2002, the Company will no longer amortize goodwill. These assets will be assessed for impairment in accordance with SFAS No. 142. The balance of goodwill at September 30, 2001, was $190.6 million. Amortization expense related to goodwill for the nine months ended September 30, 2001, was $3.5 million. The Company is in the process of assessing the fair value of its intangible assets and has not determined whether any intangibles are impaired. Any subsequent impairments could require an adjustment of the balance in goodwill.

Acquisitions and Future Development

Fiesta

The Reserve

swimming pool, four full-service restaurants, several fast-food outlets, a gift shop, three bars and lounges and meeting space.

Green Valley Ranch Station Casino

Development continues on Green Valley Ranch Station Casino, located at the intersection of the Interstate 215 Southern Beltway and Green Valley Parkway in Henderson, Nevada. The Company is jointly developing the project on 40 acres of a 170-acre multi-use commercial development with GCR Gaming, which is principally owned by members of the Greenspun family. The Company is the managing partner of the project and will receive a management fee for its services of two percent of the property's revenues and approximately five percent of EBITDA. The $300 million project is expected to open in December 2001.

United Auburn Indian Community

government approvals will be received. The scope and the timing of this project have yet to be determined.

Land Held For Development

Southwest Gaming Services, Inc.

Description of Certain Indebtedness and Capital Stock

Amended Bank Facility

dispositions, limitations on investments, limitations on prepayments of indebtedness and rent and limitations on capital expenditures. As of September 30, 2001, the Borrowers combined funded debt to Adjusted EBITDA ratio was 0.46 to 1.00 and their combined fixed charge coverage ratio for the preceding four quarters ended September 30, 2001 was 1.79 to 1.00. A tranche of the Revolving Facility contains a minimum tangible net worth requirement for Palace Station and certain restrictions on distributions of cash from Palace Station to the Company. As of September 30, 2001, Palace Station's tangible net worth exceeded the requirement by approximately $10.7 million. These covenants limit Palace Station's ability to make payments to the Company, a significant source of anticipated cash for the Company.

Senior Subordinated Notes

The Company had $719.7 million, net of unamortized discount of $5.2 million, of senior subordinated notes outstanding as of September 30, 2001, $150.0 million of these notes bear interest, payable semi-annually, at a rate of 9³/4% per year, $199.9 million of these notes bear interest, payable semi-annually, at a rate of 8⁷/8% per year and $375.0 million of these notes bear interest, payable semi-annually, at a rate of 9⁷/8% per year (collectively the "Notes"). The indentures governing the Notes (the "Indentures") contain certain customary financial and other covenants, which limit the Company and its subsidiaries' ability to incur additional debt and to pay dividends. At September 30, 2001, the Company's Consolidated Coverage Ratio (as defined) was 2.11 to 1.00. The Indentures provide that the Company may not incur additional indebtedness, other than specified types of indebtedness, unless the Consolidated Coverage Ratio is at least 2.00 to 1.00. On August 10, 2000, the Company completed a consent solicitation with the holders of the Notes to exclude the asset impairment loss at Station Casino St. Charles in December 1999 from the definition of consolidated net income. On June 21, 2001, the Company completed a consent solicitation with the holders of the Notes for the 8⁷/8% senior subordinated notes due 2008 and the 9³/4% senior subordinated notes due 2007 to exclude extraordinary or nonrecurring gains or losses from the definition of consolidated net income. The Indentures also give the holders of the Notes the right to require the Company to purchase the Notes at 101% of the principal amount of the Notes plus accrued interest thereon upon a Change of Control and Rating Decline (each as defined in the Indentures) of the Company.

Senior Notes

on the Revolving Facility and to redeem $100.0 million in principal amount of the 10¹/8% senior subordinated notes due in 2006. The redemption of the senior subordinated notes was completed on March 15, 2001. The Company recorded an extraordinary charge of approximately $4.2 million, net of the applicable tax benefit, related to the redemption of the senior subordinated notes.

In May 2001, the Company completed an additional offering of $100.0 million of the Senior Notes. The proceeds from the additional offering of the Senior Notes were used to repay amounts outstanding on the Revolving Facility and redeem the remaining $98.0 million principal amount of the 10¹/8% senior subordinated notes due 2006. The redemption of the senior subordinated notes was completed on June 13, 2001. The Company recorded an extraordinary charge of approximately $4.0 million, net of the applicable tax benefit, related to the redemption of the senior subordinated notes.

Common Stock

The Company is authorized to issue up to 135,000,000 shares of its common stock, $0.01 par value per share (the "Common Stock"), 64,740,368 shares of which were issued and 7,693,785 shares were held in treasury as of September 30, 2001. Each holder of the Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders. Holders of the Common Stock have no cumulative voting, conversion, redemption or preemptive rights or other rights to subscribe for additional shares other than pursuant to the Rights Plan described below. Subject to any preferences that may be granted to the holders of the Company's preferred stock, each holder of Common Stock is entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor as well as any distributions to the stockholders and, in the event of liquidation, dissolution or winding up of the Company, is entitled to share ratably in all assets of the Company remaining after payment of liabilities.

Rights Plan

On October 6, 1997, the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock. The dividend was paid on October 21, 1997. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Preferred Stock, par value $0.01 per share ("Preferred Shares") of the Company at a price of $40.00 per one one-hundredth of a Preferred Share, subject to adjustment. The Rights are not exercisable until the earlier of 10 days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 15% or more of the outstanding Common Stock ("Acquiring Person") or 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any person or group of affiliated persons becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Stock.

The Rights will expire on October 21, 2007. Acquiring Persons do not have the same rights to receive Common Stock as other holders upon exercise of the Rights. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that any person or group of affiliated or associated persons becomes an Acquiring Person, the proper provisions will be made so that each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereafter become void), will thereafter have the right to receive upon exercise that number of shares of Common Stock having a market value of two times the exercise price of the Right. In the event that the Company is acquired in a merger or

other business combination transaction or 50% or more of its consolidated assets or earning power are sold after a person or group has become an Acquiring Person, proper provision will be made so that each holder of a Right will thereafter have the right to receive, upon exercise thereof, that number of shares of Common Stock of the acquiring company, which at the time of such transaction will have a market value of two times the exercise price of the Right. Because of the characteristics of the Rights in connection with a person or group of affiliated or associated persons becoming an Acquiring Person, the Rights may have the effect of making an acquisition of the Company more difficult and may discourage such an acquisition.

Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of its preferred stock, $0.01 par value per share (the "Preferred Stock"). As of June 14, 1999, adjusted for the stock split, the Company redeemed all 2,070,000 shares of its $3.50 Convertible Preferred Stock in exchange for 10,112,448 shares of the Company's Common Stock. The Board of Directors, without further action by the holders of Common Stock, may issue shares of Preferred Stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the voting rights, redemption provisions (including sinking fund provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences, conversion rights and the description and number of shares constituting any wholly unissued series of Preferred Stock. Except as described above, the Board of Directors, without further stockholder approval, may issue shares of Preferred Stock with rights that could adversely affect the rights of the holders of Common Stock. The issuance of shares of Preferred Stock under certain circumstances could have the effect of delaying or preventing a change of control of the Company or other corporate action.

Treasury Stock

In January 2001, the Company closed out an equity forward contract and purchased 3.2 million shares of its Common Stock for approximately $46 million. As of September 30, 2001, the Company had purchased 7.7 million shares of its Common Stock at a cost of $96.3 million, of which 0.8 million shares at a cost of $6.9 million was related to the sale of Southwest Gaming (See Note 6). On July 27, 2001, the Company's board of directors authorized the repurchase of an additional 10 million shares of its Common Stock.

Put Warrants

Forward-looking Statements

When used in this report and elsewhere by management from time to time, the words "believes", "anticipates", and "expects" and similar expressions are intended to identify forward-looking statements with respect to the financial condition, results of operations and the business of the Company and its subsidiaries including the expansion, development and acquisition projects, legal proceedings and employee matters of the Company and its subsidiaries. Certain important factors, including but not limited to, competition from other gaming operations, factors affecting the Company's ability to complete acquisitions and dispositions of gaming properties, leverage, construction risks, the inherent uncertainty and costs associated with litigation and governmental and regulatory investigations, and licensing and other regulatory risks, could cause the Company's actual results to differ materially from

those expressed in the Company's forward-looking statements. Further information on potential factors which could affect the financial condition, results of operations and business of the Company and its subsidiaries including, without limitation, the expansion, development and acquisition projects, legal proceedings and employee matters of the Company and its subsidiaries are included in the filings of the Company with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. The Company undertakes 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 Disclosure About Market Risk

The Company is exposed to market risk in the form of fluctuations in interest rates and their potential impact upon its debt. This market risk is managed by utilizing derivative financial instruments in accordance with established policies and procedures. The Company evaluates its exposure to market risk by monitoring interest rates in the marketplace, and does not utilize derivative financial instruments for trading purposes. The Company's derivative financial instruments consist exclusively of interest rate swap agreements. Interest differentials resulting from these agreements are recorded on an accrual basis as an adjustment to interest expense. Interest rate swaps related to debt are matched with specific fixed-rate debt obligations.

The following table provides information about the Company's financial instruments that are sensitive to changes in interest rates.

		As of September 30,
		2001			2002			2003			2004			2005			Thereafter			Total
		(in millions)
Long term debt (including current portion):
	Fixed-rate	$	0.2		$	0.4		$	2.9		$	0.1		$	0.1		$	1,119.8		$	1,123.5
	Average interest rate		8.56	%		8.52	%		8.98	%		8.50	%		8.50	%		9.25	%		9.25	%
	Variable-rate		—			—		$	90.0			—			—			—		$	90.0
	Average interest rate		—			—			6.20	%		—			—			—			6.20	%
Interest rate swaps:
	Notional amount		—			—			—			—			—		$	300.0		$	300.0
	Average payable rate		—			—			—			—			—			7.19	%		7.19	%
	Average receivable rate		—			—			—			—			—			9.56	%		9.56	%

Part II—OTHER INFORMATION

Item 1. Legal Proceedings

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of the following matters and litigation inherently involves significant costs.

Poulos/Ahearn Case

On April 26, 1994, a suit seeking status as a class action lawsuit was filed by plaintiff, William H. Poulos, et al., as class representative, in the United States District Court, Middle District of Florida, naming 41 manufacturers, distributors and casino operators of video poker and electronic slot machines, including the Company. On May 10, 1994, a lawsuit alleging substantially identical claims was filed by another plaintiff, William Ahearn, et al., as class representative, in the United States District Court, Middle District of Florida, against 48 manufacturers, distributors and casino operators of video poker and electronic slot machines, including the Company and most of the other major hotel/casino companies. The lawsuits allege that the defendants have engaged in a course of fraudulent and misleading conduct intended to induce persons to play such games based on a false belief concerning how the gaming machines operate, as well as the extent to which there is an opportunity to win. The two lawsuits have been consolidated into a single action, and have been transferred to the United States District Court for the District of Nevada. On September 26, 1995, a lawsuit alleging substantially identical claims was filed by plaintiff, Larry Schreier, et al., as class representative, in the United States District Court for the District of Nevada, naming 45 manufacturers, distributors, and casino operators of video poker and electronic slot machines, including the Company. Motions to dismiss the Poulos/Ahearn and Schreier cases were filed by defendants. On April 17, 1996, the Poulos/Ahearn lawsuits were dismissed, but plaintiffs were given leave to file Amended Complaints on or before May 31, 1996. On May 31, 1996, an Amended Complaint was filed, naming William H. Poulos, et al., as plaintiff. Defendants filed a motion to dismiss. On August 15, 1996, the Schreier lawsuit was dismissed with leave to amend. On September 27, 1996, Schreier filed an Amended Complaint. Defendants filed motions to dismiss the Amended Complaint. In December 1996, the Court consolidated the Poulos/Ahearn, the Schreier, and a third case not involving the Company and ordered all pending motions be deemed withdrawn without prejudice, including Defendants' Motions to Dismiss the Amended Complaints. The plaintiffs filed a Consolidated Amended Complaint on February 13, 1997. On or about December 19, 1997, the Court issued formal opinions granting in part and denying in part the defendants' motion to dismiss. In so doing, the Court ordered plaintiffs to file an amended complaint in accordance with the Court's orders in January of 1998. Accordingly, plaintiffs amended their complaint and filed it with the United States District Court for the District of Nevada in February 1998. The Company and all other defendants continue to deny the allegations contained in the amended complaint filed on behalf of plaintiffs. The plaintiffs are seeking compensatory, special, consequential, incidental, and punitive damages in unspecified amounts. The defendants have committed to vigorously defend all claims and allegations contained in the consolidated action. The parties have fully briefed the issues regarding class certification, which are currently pending before the court. The Company does not expect that the lawsuits will have a material adverse effect on the Company's financial position or results of operations.

Fitzgerald's Sugar Creek, Inc. v. Kansas City Station Corp., et al.

On December 20, 2000, the Company and Kansas City Station Corporation were named as defendants in an action styled Fitzgerald Sugar Creek. Inc. v. Kansas City Station Corp., et al., No. 00CV230480 (Circuit Court of Jackson County, Missouri). The plaintiff alleges that the defendants are liable for unspecified actual and punitive damages and other relief, based on alleged tortuous interference with the plaintiff's business expectancy of receiving a Missouri gaming license in the

Kansas City metropolitan area. The allegations of the petition appear to be based on the same issues involved in the investigation by the Missouri Gaming Commission related to activities of Michael Lazaroff, an attorney who formerly represented the Company in Missouri. The plaintiff also alleges claims based on fraudulent concealment and civil conspiracy. The Company and its subsidiary responded to this lawsuit on January 19, 2001 and moved to remove the case to bankruptcy court in Nevada. On March 29, 2001, the United States Bankruptcy Court for the Western District of Missouri remanded the case to the Circuit Court of Jackson County, Missouri. On April 19, 2001, defendants filed a motion to dismiss plaintiff's petition. On August 10, 2001, the Circuit Court (1) granted that motion to dismiss as to the civil conspiracy claim, and (2) denied that motion to dismiss as to the tortuous interference with business expectancy and fraudulent concealment claims. Although no assurance can be made with respect to any litigation, the Company believes that the plaintiff's claims are without merit and does not expect that the lawsuit will have a material adverse effect on the Company's financial position or results of operations.

National Labor Relations Board Charge

On March 29, 2001, the Culinary Workers Union 226 and the Bartenders Union Local 165 (collectively, the "Charging Parties") filed an unfair labor practice charge with the National Labor Relations Board (the "NLRB") against the Company (the "NLRB Charge"). The NLRB Charge alleged that the Company (1) had systematically discriminated in hiring at Santa Fe Station Hotel & Casino based on whether an applicant previously worked at that location and was represented by the Charging Parties, and (2) had failed and refused to recognize and bargain with the Charging Parties as the exclusive collective bargaining representative of a certain unit of employees at that location. On May 31, 2001, the NLRB Regional Director refused to issue a complaint on the NLRB Charge (the "Regional Director's Decision"). On June 14, 2001, the Charging Parties filed an appeal from the Regional Director's Decision with the Director of Office of Appeals for the NLRB. On June 29, 2001, the Director of Office of Appeals for the NLRB denied that appeal.

Harrah's Litigation

On July 13, 2001, the Company and five of its major operating subsidiaries were named as defendants in a lawsuit brought by Harrah's Entertainment, Inc. and Harrah's Operating Company, Inc. in the United States District Court, District of Nevada (CV-S-01-0825-PMP-RJJ). The plaintiffs allege that the Company and the subsidiaries are liable for unspecified actual and punitive damages, and they seek injunctive and other relief, based on allegations that the Company's "Boarding Pass Rewards Program" infringes on various patents held by the plaintiffs. On October 5, 2001, the Company and the subsidiaries filed their answer and counterclaim. The counterclaim seeks a declaratory judgment that plaintiffs' patents (1) are not infringed by the Company's and the subsidiaries' actions, (2) are invalid under federal patent law, and (3) are rendered unenforceable due to plaintiffs' inequitable conduct. While no assurances can be made with respect to any litigation, the Company believes that the plaintiff's claims are without merit and does not expect the outcome of the lawsuit to have a material adverse effect on its financial position or results of operations.

Item 2. Changes in Securities and Use of Proceeds—None.

Item 3. Defaults Upon Senior Securities—None.

Item 4. Submission of Matters to a Vote of Security Holders—None.

Item 5. Other Information—None.

Item 6. Exhibits and Reports on Form 8-K

(a): Exhibits

Exhibit Number
4.1		Amendment No. 12 to Third Amended and Restated Reducing Revolving Loan Agreement dated as of October 26, 2001.
4.2		Reducing Revolving Loan Agreement by Green Valley Ranch Gaming LLC, Bank of America, N.A., as Administrative Agent, Bankers Trust Company and The Bank of Scotland, as Co Agents and Lehman Commercial Paper, Inc., as Documentation Agent, dated as of September 18, 2001.
4.3		Completion Guaranty by Station Casinos, Inc., GCR Gaming, LLC, and GV Ranch Station, Inc., a wholly owned subsidiary of the Registrant, and Bank of America, N.A., as Administrative Agent, dated as of September 18, 2001.
4.4		Make Well Agreement by Station Casinos, Inc., GCR Gaming, LLC, and GV Ranch Station, Inc., a wholly owned subsidiary of the Registrant, and Bank of America, N.A., as Administrative Agent, dated as of September 18, 2001.
10.1		First Amendment to Operating Agreement dated March 10, 2000, among Green Valley Ranch Gaming, LLC, GCR Gaming, LLC and GV Ranch Station, Inc., a wholly owned subsidiary of the Registrant, dated as of September 17, 2001.
10.2		Station Casinos, Inc. Amended and Restated Deferred Compensation Plan for Executives, dated as of September 12, 2001.

(a): Reports on Form 8-K—None

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, Inc., Registrant

DATE: November 13, 2001		/s/ GLENN C. CHRISTENSON Glenn C. Christenson, Executive Vice President, Chief Financial Officer, and Chief Administrative Officer (Principal Accounting Officer)

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STATION CASINOS, INC. INDEX
Part I—FINANCIAL INFORMATION
Item 1. Financial Statements
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unaudited)
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Part II—OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EX-4.1 3 a2062475zex-4_1.htm EXHIBIT 4.1 Prepared by MERRILL CORPORATION
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EXHIBIT 4.1

AMENDMENT NO. 12 TO THIRD AMENDED AND RESTATED
REDUCING REVOLVING LOAN AGREEMENT

This Amendment No. 12 to Third Amended and Restated Reducing Revolving Loan Agreement (this "Amendment") dated as of October , 2001 is entered into among Palace Station Hotel & Casino, Inc. ("Palace"), Boulder Station, Inc. ("Boulder"), Texas Station, LLC ("Texas"), Sunset Station, Inc. ("Sunset"), Santa Fe Station, Inc ("Santa Fe"), Fiesta Station, Inc. ("Fiesta Station") and Lake Mead Station, Inc. ("Lake Mead Station"; and collectively, the "Borrowers"), Station Casinos, Inc. ("Parent") (but only for the purpose of making the covenants set forth in Articles 8 and 9 of the Loan Agreement (as defined below)), and Bank of America, N.A., as Administrative Agent, with reference to the Third Amended and Restated Reducing Revolving Loan Agreement dated as of August 25, 1999 originally among Palace, Boulder, Sunset, Texas Station, Inc. ("Old Texas"), St. Charles Riverfront Station, Inc. ("St. Charles") and Kansas City Station Corporation ("Kansas City"), Parent, the Lenders party thereto, and the Administrative Agent (as amended, the "Loan Agreement"). Capitalized terms used but not defined herein are used with the meanings set forth for those terms in the Loan Agreement.

Agreement

Borrowers, Parent and the Administrative Agent, acting with the consent of the Lenders pursuant to Section 14.2 of the Loan Agreement, agree as follows:

1. Amendment to Section 1.1—Additional Defined Terms. The following defined terms are hereby added to the Loan Agreement:

"Durango" means Durango Station, Inc., a Nevada corporation, successor by merger to St. Charles Riverfront Station, Inc., a Missouri corporation.

"Fiesta Holdings" means Fiesta Station Holdings, LLC, a Nevada limited liability company.

"GV Ranch Station" means GV Ranch Station, Inc., a Nevada limited liability company.

"Lake Mead Station" means Lake Mead Station, Inc., a Nevada corporation.

"Lake Mead Holdings" means Lake Mead Station Holdings, LLC, a Nevada limited liability company.

"Red Rock Holdings" means Red Rock Station Holdings, LLC, a Nevada limited liability company.

"Required Support Payments" means, for any period, the aggregate amount of the payments which are required to be made by Parent, the Borrowers and their respective Subsidiaries to other Persons pursuant to Contractual Obligations constituting suretyship arrangements, including without limitation the Completion Guaranty and Make Well Agreements heretofore executed by Parent in favor of the lenders to Green Valley Ranch Gaming, LLC and any similar arrangements which may hereafter be executed in favor of lenders to the Auburn Tribe, provided that such amount shall be reduced, in any period, for amounts recouped by Parent, the Borrowers and their respective Subsidiaries in cash from the primary obligors or co-sureties by reason of any reimbursement, indemnification or contribution rights held by them.

"Palm Station" means Palm Station, LLC, a Nevada limited liability company.

"Station Holdings" means Station Holdings, Inc., a Nevada corporation, successor by merger to Kansas City Station Corporation, a Missouri corporation.

"Stock Repurchases" means repurchases or redemption by Parent of Common Stock and Permitted Preferred Stock.

2. Amendment to Section 1.1—Amended Defined Terms. The following defined terms are hereby amended in full to read as follows:

"Fiesta Station" means Fiesta Station, Inc, a Nevada corporation.

"Texas" means Texas Station, LLC, a Nevada limited liability company, successor by merger to Texas Station, Inc., a Nevada corporation.

3. Section 6.7(f)—Permitted Swaps. Section 6.7(f) of the Loan Agreement is hereby amended to read in full as follows:

"(f) Indebtedness consisting of one or more Swap Agreements or Guaranty Obligations with respect to obligations of any of Borrowers or of Parent under one or more Swap Agreements; provided, that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements incurred prior to September 30, 2001 does not exceed $300,000,000 and the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements incurred following such date does not exceed $200,000,000."

4. Section 6.11—Maintenance Capital Expenditures. Section 6.11 of the Loan Agreement is hereby amended to read in full as follows:

"6.11 Maintenance Capital Expenditures. Permit the aggregate amount of Maintenance Capital Expenditures made by Borrowers and their Subsidiaries during the twelve month period ending on the last day of any Fiscal Quarter ending on or after September 30, 2001, to be less than $20,000,000."

5. Section 6.12—Capital Expenditures. Section 6.12 of the Loan Agreement is hereby amended to read in full as follows:

"6.12 Capital Expenditures Generally. (a) Make, or enter into any legally binding commitment to make, any Capital Expenditure if, giving effect thereto:

(i) in the case of the twelve month period ending on December 31, 2002 and each of the twelve month periods ending on December 31 of each subsequent year, the aggregate amount of the Capital Expenditures made or committed to be made during that Fiscal Year period, would thereby exceed $75,000,000 minus the amount of any Stock Repurchases and Required Support Payments theretofore made during that Fiscal Year period;

(ii) in the case of the twelve month period beginning on October 1, 2001 and ending on September 30, 2002, the aggregate amount of the Capital Expenditures made or committed to be made during that period, would thereby exceed $75,000,000 minus the amount of any Stock Repurchases and Required Support Payments theretofore made during that period; or

(iii) the effect of making or committing to make such Capital Expenditure would result in the Borrowers being prospectively unable to comply with Section 6.11 without exceeding the limit in clause (i) above, in each case without the prior written consent of the Majority Lenders;

(b) Make, or enter into any legally binding commitment to make, any Expansion Capital Expenditure if the aggregate Expansion Capital Expenditures reasonably anticipated with respect thereto will exceed $25,000,000 without the prior written consent of the Majority Lenders (and the Lenders agree to use their best efforts to respond to any request by Borrowers within ten Banking Days after the date such request is made, but without any implication that the failure of any Lender to respond within such period shall be construed as consent); and

(c) Make, or enter into any legally binding commitment to make, any Expansion Capital Expenditure if a Default or Event of Default then exists or would result therefrom (except an

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Expansion Capital Expenditure made pursuant to a legally binding commitment entered into prior thereto in compliance with the other provisions of this Section 6.12)."

6. Section 9.5(e): Stock Repurchases. Section 9.5(e) of the Loan Agreement is hereby amended to read in full as follows:

"(e) Stock Repurchases made when no Default or Event of Default then exists or would result therefrom in an aggregate amount not to exceed $25,000,000 following September 30, 2001, provided that the aggregate amount of such repurchases or redemptions may be increased by an additional $25,000,000 to the extent that, giving effect to the consummation thereof, the aggregate principal amount of the outstanding Obligations does not exceed $100,000,000; provided further that no Stock Repurchases made pursuant to this clause (e) shall result in the aggregate amount of Stock Repurchases, Required Support Payments and Capital Expenditures made or committed to be made during (i) the twelve month period ending September 30, 2002, being in excess of $75,000,000 or (ii) the Fiscal Year ending December 31, 2002 or any subsequent Fiscal Year being in excess of $75,000,000."

7. Section 9.9(e): Parent Funded Debt Ratio. Section 9.9(e) of the Loan Agreement is hereby amended to read in full as follows:

"(e) Permitted Subordinated Debt and Senior Parent Unsecured Indebtedness in as aggregate principal amount not in excess of $400,000,000, in each case incurred prior to September 30, 2001 (and any refinancings of such Indebtedness consisting of Indebtedness of the same character and which do not increase the outstanding principal amount thereof), and additional Permitted Subordinated Debt and Senior Parent Unsecured Indebtedness thereafter incurred in an aggregate principal amount not to exceed $300,000,000, provided that the aggregate principal amount of the Senior Parent Unsecured Indebtedness so incurred shall not exceed $100,000,000."

8. Section 9.12—Waiver and Amendment re: Parent Funded Debt Ratio. Parent and the Borrowers hereby represent to the Administrative Agent and the Lenders that as of the last day of the Fiscal Quarter ended September 30, 2001, the Parent Funded Debt Ratio was not in excess of 5.50:1.00. In reliance upon this representation, the Administrative Agent and the Lenders hereby waive compliance with Section 9.12 of the Loan Agreement for the Fiscal Quarter ended September 30, 2001, only. This is a one time waiver and the Administrative Agent and the Lenders shall be entitled to full compliance with Section 9.12 (as amended hereby) in respect of each later Fiscal Quarter.

In furtherance of the foregoing, the matrix set forth in Section 9.12 of the Loan Agreement is hereby amended so that, for each Fiscal Quarter ending during a period set forth below, the maximum permitted Parent Funded Debt Ratio for that Fiscal Quarter is as set forth below:

Fiscal Quarters Ended		Maximum Ratio
December 31, 2001 through June 30, 2002		6.00:1.00
September 30, 2002 through December 31, 2002		5.75:1.00
March 31, 2003 through June 30, 2003		5.25:1.00
September 30, 2003		5.00:1.00

9. Periodic Fee—Increased Leverage. Borrowers hereby agree that if, as of the last day of any Fiscal Quarter, the Parent Funded Debt Ratio is in excess of 5.50:1.00, then Borrowers shall pay to the Lenders an additional fee in respect of the Loans and Letters of Credit outstanding during the Pricing Period which commences immediately following such Fiscal Quarter (the "Leverage Fee"). The Leverage Fee for each Pricing Period shall be payable on the last day of that Pricing Period or upon any earlier termination of the Commitment, and shall be in an amount which is equal to (a) the daily sum of outstanding principal balance of the Loans and the outstanding effective face amount of all

–3–

Letters of Credit during that Pricing Period, times (b) the Leverage Fee Rate for that Pricing Period. For each relevant Pricing Period in which the Borrowers' Funded Debt Ratio is (y) less than 1.50:1.00, the Leverage Fee Rate shall be 12.50 basis points per annum, and (z) in excess of equal to or greater than 1.50:1.00, the Leverage Fee Rate shall be 25.00 basis points per annum.

10. Borrowers and Sibling Guarantors: Parent hereby represents and warrants as follows:

(a) On or about September 7, 2001, St. Charles was merged (the "St. Charles Merger") with and into Durango Station, Inc., a Nevada corporation ("Durango") in accordance with all applicable Laws;

(b) On or about September , 2001, Kansas City was merged (the "Kansas City Merger") with and into Station Holdings, Inc., a Nevada corporation ("Station Holdings") in accordance with all applicable Laws;

(c) Pursuant to the Articles of Merger filed in the office of the Nevada Secretary of State on September 27, 2001, Old Texas was merged with and into Texas (the "Texas Merger") in accordance with all applicable Laws;

(d) In accordance with the terms of the Loan Agreement, on October 1, 2001, Parent sold one hundred percent (100%) of the shares of Southwest Gaming Services, Inc., to Blake L. Sartini and Delise F. Sartini, as trustees of The Blake L. Sartini and Delise F. Sartini Family Trust; and

(e) set forth on Exhibit A hereto is a true, complete and correct listing of the Borrowers and the Sibling Guarantors as of the date hereof, and no Subsidiary of Parent is omitted from Exhibit A.

11. Existing Borrowers. Parent, Borrowers and the Lenders hereby agree and acknowledge that:

(a) Santa Fe has become a Borrower pursuant to the terms of the Joinder Agreement dated as of October 2, 2000 (the "Santa Fe Joinder") and such joinder is hereby ratified and confirmed. Notwithstanding any provision contained in the Loan Documents or any amendments thereto, Parent, Borrowers and the Lenders agree and acknowledge that the Santa Fe Joinder was effective and Santa Fe became a Borrower as of October 2, 2000.

(b) Texas has become a Borrower pursuant to the terms of the Joinder Agreement effective as of July 25, 2001 and such joinder is hereby ratified and confirmed.

(c) Pursuant to that certain Request for Release and Release of Sibling Guarantor (the "Guarantor Release") dated as of October 1, 2001, Southwest Gaming Services, Inc. is no longer a Sibling Guarantor and has been released from its "Guarantied Obligations" under the Sibling Guaranty and such Guarantor Release is hereby ratified and confirmed.

(d) Each of Amendments 1-11 to the Loan Agreement are hereby ratified and confirmed; provided, however, that in the event that any provision contained in this Amendment shall conflict with any provision of the Loan Agreement or any amendment thereto, the provisions of this Amendment shall govern.

12. Consents, Approvals and Agreements of the Lenders. The Lenders hereby agree as follows:

(a) The Lenders hereby consent to:

(i) the St. Charles Merger and the concurrent joinder of Durango as a Sibling Guarantor.

(ii) the Kansas City Merger and the concurrent joinder of Station Holdings as a Sibling Guarantor;

(iii) the joinder of Fiesta Station and Lake Mead Station as Borrowers; and

–4–

(iv) the joinder of Fiesta Holdings, Lake Mead Holdings, Red Rock Holdings, Palm Station and GV Ranch Station as Sibling Guarantors.

(b) The Lenders hereby confirm that Kansas City and St. Charles (i) shall no longer be Borrowers and (ii) are each released from their respective Obligations under the Loan Agreement; provided, however, that the Deeds of Trust executed by St. Charles prior to the date hereof shall continue in effect and shall be amended, in a manner acceptable to the Administrative Agent, to reflect the assumption thereof by Durango.

13. Conditions Precedent to Amendment. The effectiveness of this Amendment is conditioned upon receipt by the Administrative Agent of the following:

(a) Counterparts of this Amendment executed by all parties hereto;

(b) payment to the Administrative Agent of a fee of 10 basis points times the amount of the Commitment for the account of those Lenders which have signed consents hereto on or prior to October 26, 2001 together with an arrangement fee for the sole account of the Administrative Agent in an amount set forth in a letter agreement with the Administrative Agent;

(c) Written consents of each of the Sibling Guarantors to the execution, delivery and performance hereof, substantially in the form of Exhibit B hereto;

(d) Written consent of the Lenders as required under Section 14.2 of the Loan Agreement, substantially in the form of Exhibit C hereto;

(e) Counterparts of the Omnibus Borrowers Joinder, substantially in the form of Exhibit D hereto, executed by all parties thereto;

(f) Counterparts of the Omnibus Sibling Guarantor Joinder, substantially in the form of Exhibit E hereto, executed by all parties thereto;

(g) Counterparts of the Amendment to Trademark Assignment Agreement, in the form of Exhibit F to this Amendment, duly executed by each of the parties thereto;

(h) the certificates representing 100% of the issued and outstanding shares of Fiesta Station and Lake Mead Station (to be held in pledge by the Administrative Agent within the State of Nevada) together with corresponding stock powers duly executed in blank;

(i) such deeds of trust, landlord consents, amendments to title policies and other documents as the Administrative Agent may require in connection with the encumbrance of the assets of Borrowers and Sibling Guarantors designated herein;

(j) Evidence that Parent and the Borrowers have obtained all required approvals of the Gaming Board for the transactions described herein, including, without limitation, the pledge, by Parent, of its equity interest in Lake Mead Station and Fiesta Station;

(k) legal opinions of Milbank, Tweed, Hadley & McCloy, LLP and of Schreck Brigone Godfrey, as to such matters as the Administrative Agent may reasonably request;

(l) with respect to each of Fiesta Station, Lake Mead Station, Station Holdings, Durango, Fiesta Holdings, Lake Mead Holdings, Red Rock Holdings, Palm Station and GV Ranch Station, an incumbency certificate together with certified copies of such authorizing resolutions, articles of incorporation, articles of organization, by laws, operating agreements, good standing certificates and representations and warranties, as the Lenders shall reasonably require; and

(m) Such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Lenders reasonably may require.

–5–

14. Representations and Warranties. Borrowers hereby represent and warrant that no Default or Event of Default has occurred and remains continuing and that no Material Adverse Effect has occurred since December 31, 2000.

15. Consent of Parent. The execution of this Amendment by Parent shall constitute its consent, in its capacity as guarantor under the Parent Guaranty, to this Amendment.

16. Confirmation. In all other respects, the terms of the Loan Agreement and the other Loan Documents are hereby confirmed.

17. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.

18. Counterparts. This Amendment may be executed in any number of counterparts each of which, when taken together, will be deemed to be a single instrument.

[THIS SPACE INTENTIONALLY LEFT BLANK—
SIGNATURE PAGES TO FOLLOW]

–6–

IN WITNESS WHEREOF, Borrowers and the Administrative Agent have executed this Amendment as of the date first above written by their duly authorized representatives.

		PALACE STATION HOTEL & CASINO, INC. BOULDER STATION, INC. TEXAS STATION, LLC SUNSET STATION, INC. SANTA FE STATION, INC. FIESTA STATION, INC. LAKE MEAD STATION, INC.
		By:		Glenn C. Christenson Senior Vice President
		STATION CASINOS, INC.
		By:		Glenn C. Christenson Executive Vice President and Chief Financial Officer
		BANK OF AMERICA, N.A., as Administrative Agent
		By:		Janice Hammond Vice President

–7–

Exhibit A

CURRENT ORGANIZATION OF BORROWERS AND SIBLING GUARANTORS

–8–

Exhibit B

CONSENT OF SIBLING GUARANTORS

Reference is hereby made to that certain Third Amended and Restated Reducing Revolving Loan Agreement dated as of August 25, 1999 originally among Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. Charles Riverfront Station, Inc., Kansas City Station Corporation and Sunset Station, Inc., as borrowers, Station Casinos, Inc. ("Parent") (but only for the purpose of making the covenants set forth in Articles 8 and 9 of the Loan Agreement (as defined below)), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, (as amended, the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

Each of the undersigned hereby consents to the execution, delivery and performance by Borrowers of Amendment No. 12 to the Third Amended and Restated Reducing Revolving Loan Agreement.

Each of the undersigned represents and warrants to the Administrative Agent and the Lenders that the Sibling Guaranty remains in full force and effect in accordance with its terms.

Dated: , 2001

GREEN VALLEY STATION, INC.
TROPICANA STATION, INC.
SUNSET STATION LEASING COMPANY, LLC
STATION HOLDINGS, INC.
DURANGO STATION, INC.
FIESTA STATION HOLDINGS, LLC
LAKE MEAD STATION HOLDINGS, LLC
RED ROCK STATION HOLDINGS, LLC
PALM STATION, LLC
GV RANCH STATION, INC.

By:		Glenn C. Christenson Senior Vice President
SOUTHWEST SERVICES, INC.
By:		Name: Title:

–9–

Exhibit C

CONSENT OF LENDER

Reference is hereby made to that certain Third Amended and Restated Reducing Revolving Loan Agreement dated as of August 25, 1999 originally among Palace Station Hotel & Casino, Inc., Boulder Station, Inc., Texas Station, Inc., St. Charles Riverfront Station, Inc., Kansas City Station Corporation and Sunset Station, Inc., as Borrowers, Station Casinos, Inc. (but only for the purpose of making the covenants set forth in Articles 8 and 9 of the Loan Agreement (as defined below)), the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, (as amended, the "Loan Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreement.

The undersigned Lender hereby consents to the execution and delivery of Amendment No. 12 to Third Amended and Restated Reducing Revolving Loan Agreement, by the Administrative Agent on its behalf, substantially in the form of the most recent draft presented to the undersigned Lender.

Dated: , 2001

		[Name of Lender]
		By: Name: Title:

–10–

Exhibit D

OMNIBUS JOINDER AGREEMENT (BORROWERS)

Exhibit E

OMNIBUS JOINDER AGREEMENT (SIBLING GUARANTORS)

Exhibit F

TRADEMARK ASSIGNMENT AMENDMENT

–11–

QuickLinks

EXHIBIT 4.1
AMENDMENT NO. 12 TO THIRD AMENDED AND RESTATED REDUCING REVOLVING LOAN AGREEMENT
Agreement
Exhibit A CURRENT ORGANIZATION OF BORROWERS AND SIBLING GUARANTORS
Exhibit B CONSENT OF SIBLING GUARANTORS
Exhibit C CONSENT OF LENDER
Exhibit D OMNIBUS JOINDER AGREEMENT (BORROWERS)
Exhibit E OMNIBUS JOINDER AGREEMENT (SIBLING GUARANTORS)
Exhibit F TRADEMARK ASSIGNMENT AMENDMENT
EX-4.2 4 a2062475zex-4_2.htm EXHIBIT 4.2 Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.2

REDUCING REVOLVING LOAN AGREEMENT

Dated as of September 18, 2001

among

GREEN VALLEY RANCH GAMING, LLC

The Lenders, Documentation Agent and Co-Agents herein named

and

BANK OF AMERICA, N.A.,
as Administrative Agent

BANC OF AMERICA SECURITIES, LLC,
Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

		Page
Article 1	DEFINITIONS AND ACCOUNTING TERMS	1
1.1	Defined Terms	1
1.2	Use of Defined Terms	22
1.3	Accounting Terms	22
1.4	Rounding	22
1.5	Exhibits and Schedules	22
1.6	References to "Borrower and its Subsidiaries"	22
1.7	Miscellaneous Terms	22
Article 2	LOANS AND LETTERS OF CREDIT	23
2.1	Loans-General	23
2.2	Base Rate Loans	24
2.3	Eurodollar Rate Loans	24
2.4	Letters of Credit	24
2.5	Voluntary Reduction of Commitments	27
2.6	Scheduled Reductions of Commitment	27
2.7	Mandatory Reductions of Commitments	27
2.8	[Intentionally Omitted]	28
2.9	Administrative Agent's Right to Assume Funds Available for Advances	28
2.10	Swing Line	28
2.11	Collateral and Guaranty	29
2.12	Senior Indebtedness	29
Article 3	PAYMENTS AND FEES	30
3.1	Principal and Interest	30
3.2	Arrangement Fee	31
3.3	Upfront Fees	31
3.4	Commitment Fee	31
3.5	Letter of Credit Fees	31
3.6	Agency Fee	31
3.7	Increased Commitment Costs	31
3.8	Eurodollar Costs and Related Matters	32
3.9	Late Payments	34
3.10	Computation of Interest and Fees	35
3.11	Non-Business Days	35
3.12	Manner and Treatment of Payments	35
3.13	Funding Sources	36
3.14	Failure to Charge Not Subsequent Waiver	36
3.15	Administrative Agent's Right to Assume Payments Will be Made by Borrower	36
3.16	Fee Determination Detail	36
3.17	Survivability	36
Article 4	REPRESENTATIONS AND WARRANTIES	37
4.1	Existence and Qualification; Power; Compliance With Laws	37
4.2	Authority; Compliance With Other Agreements and Instruments and Government Regulations	37
4.3	No Governmental Approvals Required	37

–i–

4.4	Subsidiaries	38
4.5	Financial Statements	38
4.6	No Other Liabilities; No Material Adverse Changes	38
4.7	Title to Property	38
4.8	Intangible Assets	38
4.9	Public Utility Holding Company Act	38
4.10	Litigation	38
4.11	Binding Obligations	39
4.12	No Default	39
4.13	ERISA	39
4.14	Regulation U; Investment Company Act	39
4.15	Disclosure	39
4.16	Tax Liability	39
4.17	Projections	40
4.18	Hazardous Materials	40
4.19	Gaming Laws	40
4.20	Security Interests	40
4.21	Status of the Project	40
Article 5	AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)	41
5.1	Payment of Taxes and Other Potential Liens	41
5.2	Preservation of Existence	41
5.3	Maintenance of Properties	41
5.4	Maintenance of Insurance	41
5.5	Compliance With Laws	41
5.6	Inspection Rights	41
5.7	Keeping of Records and Books of Account	42
5.8	Compliance With Agreements	42
5.9	Use of Proceeds	42
5.10	New Subsidiaries	42
5.11	Hazardous Materials Laws	42
5.12	Gaming Licenses	42
5.13	Land Use Revision Documents	42
Article 6	NEGATIVE COVENANTS	44
6.1	Payment of Subordinated Obligations	44
6.2	Disposition of Property	44
6.3	Mergers	44
6.4	Hostile Acquisitions	44
6.5	Distributions	44
6.6	ERISA	45
6.7	Change in Nature of Business	45
6.8	Liens and Negative Pledges	45
6.9	Indebtedness and Guaranty Obligations	46
6.10	Transactions with Affiliates	47
6.11	Fixed Charge Coverage Ratio	47
6.12	Leverage Ratio	47
6.13	Capital Expenditures	47
6.14	Investments	47

–ii–

6.15	Acquisitions	48
6.16	Operating Leases (Lessee)	48
6.17	Operating Leases (Lessor)	48
6.18	Management Fees	48
6.19	Amendments to Constituent Documents	48
6.20	Prepayments	48
6.21	Synthetic Leases	48
Article 7	CONSTRUCTION PERIOD COVENANTS	49
7.1	Construction of Project	49
7.2	Amendments to Plans and Budgets	49
7.3	Timetable	49
7.4	Construction Requirements	49
7.5	Construction Services Group	49
7.6	Notice of Changes	49
7.7	Construction Progress Reports	49
7.8	Construction Information	49
7.9	Construction, Permits, Licenses and Approvals	49
7.10	Purchase of Materials	50
7.11	Purchase of Offsite Materials	50
7.12	Site Visits	50
7.13	Protection Against Lien Claims	50
7.14	Completion Certificates	50
7.15	Completion Survey	50
Article 8	INFORMATION AND REPORTING REQUIREMENTS	50
8.1	Financial and Business Information	50
8.2	Compliance Certificates	53
Article 9	CONDITIONS	53
9.1	Conditions to Closing	53
9.2	Any Advance	56
Article 10	EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT	57
10.1	Events of Default	57
10.2	Remedies Upon Event of Default	59
Article 11	THE ADMINISTRATIVE AGENT	62
11.1	Appointment and Authorization	62
11.2	Administrative Agent and Affiliates	62
11.3	Proportionate Interest in any Collateral	62
11.4	Lenders' Credit Decisions	62
11.5	Action by Administrative Agent	63
11.6	Liability of Administrative Agent	63
11.7	Indemnification	64
11.8	Successor Administrative Agent	65
11.9	Foreclosure on Collateral	65
11.10	Subordination, Non-Disturbance and Attornment Agreements	65
11.11	No Obligations of Borrower	65

–iii–

Article 12	MISCELLANEOUS	66
12.1	Cumulative Remedies; No Waiver	66
12.2	Amendments; Consents	66
12.3	Costs, Expenses and Taxes	67
12.4	Nature of Lenders' Obligations	68
12.5	Survival of Representations and Warranties	68
12.6	Notices	68
12.7	Execution of Loan Documents	68
12.8	Binding Effect; Assignment	68
12.9	Right of Setoff	70
12.10	Sharing of Setoffs	71
12.11	Indemnity by Borrower	71
12.12	Nonliability of the Lenders	72
12.13	No Third Parties Benefitted	73
12.14	Confidentiality	73
12.15	Further Assurances	73
12.16	Integration	73
12.17	Governing Law	74
12.18	Severability of Provisions	74
12.19	Headings	74
12.20	Time of the Essence	74
12.21	Foreign Lenders and Participants	74
12.22	Hazardous Material Indemnity	75
12.23	Gaming Compliance	75
12.24	Waiver of Right to Trial by Jury	76
12.25	Purported Oral Amendments	76

Exhibits
A—	Assignment Agreement
B—	Compliance Certificate
C-1	Revolving Note
C-2	Term Note
D—	Pricing Certificate
E—	Request for Letter of Credit
F—	Request for Loan
G—	Subordination, Non-Disturbance and Attornment Agreement
H—	Partial Site Plan

Schedules
1.1	The Greenspuns
1.2	The Land Use Revision Documents
4.3	Governmental Approvals
4.7	Existing Liens, Negative Pledges and Rights of Others
4.8	Trademarks and Trade Names
4.10	Material Litigation
4.18	Hazardous Materials Matters
6.9	Existing Indebtedness
6.14	Investments

–iv–

REDUCING REVOLVING LOAN AGREEMENT

Dated as of September 18, 2001

This REDUCING REVOLVING LOAN AGREEMENT is entered into by and among Green Valley Ranch Gaming, LLC, a Nevada limited liability company (together with its successors and permitted assigns, the "Borrower"), Bankers Trust Company and The Bank of Scotland, as Co-Agents and Lehman Commercial Paper Inc., as Documentation Agent, each lender whose name is set forth on the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 12.8 (collectively, the "Lenders" and individually, a "Lender"), and Bank of America, N.A., as Administrative Agent. While not a party hereto, Banc of America Securities, LLC has served as the Lead Arranger and sole book manager for the credit facilities described herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

Article 1

DEFINITIONS AND ACCOUNTING TERMS

1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Acquisition" means any transaction, or any series of related transactions, by which Borrower and/or any of its Subsidiaries directly or indirectly acquires any ongoing business or all or substantially all of the assets of any firm, corporation or division thereof constituting an ongoing business, whether through a purchase of capital stock or assets, a merger or otherwise.

"Administrative Agent" means Bank of America, N.A., when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent.

"Administrative Agent's Office" means the Administrative Agent's address as set forth on the signature pages of this Agreement, or such other address as the Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.

"Advance" means any advance made or to be made by any Lender to Borrower as provided in Article 2, and includes each Base Rate Advance and Eurodollar Rate Advance.

"Affiliate" means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, "control" (and the correlative terms, "controlled by" and "under common control with") shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person that owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation that has more than 100 record holders of such securities, or 10% or more of the partnership or other ownership interests of any other Person that has more than 100 record holders of such interests, will be deemed to be an Affiliate of such corporation, partnership or other Person.

"Aggregate Effective Amount" means (a) as of any date of determination and with respect to all Letters of Credit then outstanding, the sum of (i) the aggregate effective face amounts of all such Letters of Credit not then paid by the Issuing Lender plus(ii) the aggregate amounts paid by the Issuing Lender and neither repaid by Borrower pursuant to Section 2.4(d) nor the subject of Advances made pursuant to Sections 2.4(e) and 2.4(f).

–1–

"Agreement" means this Reducing Revolving Loan Agreement, either as originally executed or as it may from time to time be supplemented, modified, amended, restated or extended.

"Amphitheater Area Improvements" means all of the improvements, including without limitation, landscaping, to be constructed within the area designated as the "Amphitheater Area" on Exhibit H.

"Annualized EBITDAM" means, as of the last day of each Fiscal Quarter, EBITDAM for the four Fiscal Quarter period then ended, provided that for each of the first three full Fiscal Quarters following the Completion Date, EBITDAM for the period then ending since the Completion Date shall be annualized on a straight line basis (it being understood that EBITDAM for the Fiscal Quarter in which the Completion Date occurs will not be annualized in this manner).

"Architect" means The Friedmutter Group or another architect selected by Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld).

"Architect Contracts" means the contract between the Architect and Borrower dated as of February 2, 2000 and any other contract between the Architect and Borrower approved by the Administrative Agent relating to the design and construction of the Project and the preparation of the Construction Plans, together with all amendments thereto.

"Architect's Certificate and Consent" means a written certificate and consent executed by the Architect in a form acceptable to the Administrative Agent.

"Assignment Agreement" means an Assignment Agreement substantially in the form of Exhibit A.

"Base Rate" means, as of any date of determination, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Rate in effect on such date plus ¹/2 of 1%.

"Base Rate Advance" means an Advance made under Section 2.1(a) and specified to be an Base Rate Advance in accordance with Article 2.

"Base Rate Loan" means a Loan made hereunder and specified to be an Base Rate Loan in accordance with Article 2.

"Base Rate Margin" means (a) during the initial Pricing Period, 175 basis points, and (b) for each subsequent Pricing Period, the interest rate margin set forth below (expressed in basis points per annum) opposite the Pricing Level for that Pricing Period.

Pricing Level		Margin
I		50.00
II		75.00
III		100.00
IV		150.00

"Borrower" has the meaning set forth in the preamble to this Agreement.

"Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday, other than a day on which banks are authorized or required to be closed in California, Nevada or New York.

"Capital Expenditure" means any expenditure that is treated as a capital expenditure under Generally Accepted Accounting Principles, including any amount which is required to be treated as an asset subject to a Capital Lease Obligation and including interest required by Generally Accepted Accounting Principles to be capitalized with respect to such an expenditure.

–2–

"Capital Lease Obligations" means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with Generally Accepted Accounting Principles, is classified as a capital lease.

"Cash" means, when used in connection with any Person, all monetary and non-monetary items owned by that Person that are treated as cash in accordance with Generally Accepted Accounting Principles, consistently applied.

"Cash Equity Contributions" means contributions made by one or both of the Members to the equity capital of Borrower that (a) are made in the form of Cash or Cash Equivalents, (b) do not bear any specified or determinable dividend rate (other than dividends payable in kind) and (c) are not redeemable prior to the date that is one year after the Maturity Date.

"Cash Equivalents" means, when used in connection with any Person, that Person's Investments in:

(a) Government Securities due within one year after the date of the making of the Investment;

(b) readily marketable direct obligations of any State of the United States of America or any political subdivision of any such State or any public agency or instrumentality thereof given on the date of such Investment a credit rating of at least Aa by Moody's Investors Service, Inc. or AA by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in each case due within one year from the making of the Investment;

(c) certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers' acceptances of, and repurchase agreements covering Government Securities executed by any Lender or any bank incorporated under the Laws of the United States of America, any State thereof or the District of Columbia and having on the date of such Investment combined capital, surplus and undivided profits of at least $250,000,000, or total assets of at least $5,000,000,000, in each case due within one year after the date of the making of the Investment;

(d) certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers' acceptances of, and repurchase agreements covering Government Securities executed by any Lender or any branch or office located in the United States of America of a bank incorporated under the Laws of any jurisdiction outside the United States of America having on the date of such Investment combined capital, surplus and undivided profits of at least $500,000,000, or total assets of at least $15,000,000,000, in each case due within one year after the date of the making of the Investment;

(e) repurchase agreements covering Government Securities executed by a broker or dealer registered under Section 15(b) of the Securities Exchange Act of 1934, as amended, having on the date of the Investment capital of at least $50,000,000, due within 90 days after the date of the making of the Investment; provided that the maker of the Investment receives written confirmation of the transfer to it of record ownership of the Government Securities on the books of a "primary dealer" in such Government Securities or on the books of such registered broker or dealer, as soon as practicable after the making of the Investment;

(f) readily marketable commercial paper or other debt securities issued by corporations doing business in and incorporated under the Laws of the United States of America or any State thereof or of any corporation that is the holding company for a bank described in clause (c) or (d) above given on the date of such Investment a credit rating of at least P-1 by Moody's Investors Service, Inc. or A-1 by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in each case due within one year after the date of the making of the Investment;

–3–

(g) "money market preferred stock" issued by a corporation incorporated under the Laws of the United States of America or any State thereof (i) given on the date of such Investment a credit rating of at least Aa by Moody's Investors Service, Inc. and AA by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.), in each case having an investment period not exceeding 50 days or (ii) to the extent that investors therein have the benefit of a standby letter of credit issued by a Lender or a bank described in clauses (c) or (d) above; provided that (y) the amount of all such Investments issued by the same issuer does not exceed $5,000,000 and (z) the aggregate amount of all such Investments does not exceed $15,000,000; and

(h) a readily redeemable "money market mutual fund" sponsored by a bank described in clause (c) or (d) hereof, or a registered broker or dealer described in clause (e) hereof, that has and maintains an investment policy limiting its investments primarily to instruments of the types described in clauses (a) through (g) hereof and given on the date of such Investment a credit rating of at least Aa by Moody's Investors Service, Inc. and AA by Standard & Poor's Rating Group (a division of McGraw-Hill, Inc.).

"CC&R's" means the Declaration of Covenants, Conditions and Restrictions of Green Valley Ranch Commercial dated September 18, 2001 recorded on or about September 21, 2001 with respect to the Project site and surrounding real property.

"Certificate" means a certificate signed by a Senior Officer or Responsible Official (as applicable) of the Person providing the certificate.

"Change in Control" means the occurrence of any of (a) a Station Change of Control, (b) at such times as the Make-Well Agreement is in effect, a Greenspun Change of Control, or (c) the failure of Station beneficially to own, directly or indirectly, fifty percent or more of the membership interests in Borrower, provided that the reduction of Station's ownership interests therein pursuant to the terms of the Operating Agreement to a share which is not less than 45% of the outstanding membership interests shall not constitute a "Change in Control."

"Closing Date" means the time and Business Day on which the conditions set forth in Section 9.1 are satisfied or waived. The Administrative Agent shall notify Borrower and the Lenders of the date that is the Closing Date.

"Co-Agents" means, collectively, Bankers Trust Company and The Bank of Scotland. The capacity of the Co-Agents is purely titular in nature, and the Co-Agents shall have no rights, duties, liabilities, obligations or responsibilities under the Loan Documents beyond those of a Lender.

"Code" means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

"Collateral" means all of the collateral covered by the Collateral Documents.

"Collateral Documents" means, collectively, the Security Agreement, the Deed of Trust, the Member Pledge Agreement, the Greenspun Pledge Agreement, and any other security agreement, pledge agreement, deed of trust, mortgage or other collateral security agreement hereafter executed and delivered by Borrower or any of its Subsidiaries to secure the Obligations.

"Commercial Letter of Credit" means each Letter of Credit issued to support the purchase of goods by Borrower which is determined to be a commercial letter of credit by the Issuing Lender.

"Commitments" means, the Revolving Commitment and the Term Commitment.

–4–

"Commitment Fee Rate" means (a) for the initial Pricing Period 62.5 basis points per annum, and (b) for each subsequent Pricing Period, the rate set forth below (expressed in basis points per annum) opposite the Pricing Level for that Pricing Period:

Pricing Level		Commitment Fee
I		37.50
II		50.00
III		50.00
IV		50.00

"Completion Date" means the date upon which the Project is legally open for business to the general public and gaming patrons with (a) at least 95% of the hotel rooms provided for in the Construction Plans ready for occupancy, (b) at least 95% of contemplated gaming units (including table games and slot machines) in operation and ready for gaming and (c) substantially all other amenities of the Project substantially complete provided that the completion of the Post Completion Improvements shall not be required for the Completion Date to occur.

"Completion Guaranty" means the completion guaranty to be executed and delivered by the Members and Station on the Closing Date on a joint and several basis, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Compliance Certificate" means a certificate in the form of Exhibit B, properly completed and signed by a Senior Officer of Borrower.

"Construction Budget" means the itemized schedule delivered by Borrower to the Administrative Agent on or before the Closing Date setting forth on a line item basis, to the reasonable satisfaction of the Administrative Agent and the Lenders, all of the anticipated costs (including financing expenses and Pre-Opening Expenses) of construction of the Project and the acquisition of all related equipment and fixtures.

"Construction Contracts" means that certain Contract for Construction dated April 10, 2000 between Borrower and the Contractor and any other contract between the Contractor and Borrower relating to the construction of the Project (subject to Article 7), together with all amendments thereto.

"Construction Period" means the period commencing on the Closing Date and ending on the Completion Date.

"Construction Plans" means all drawings, plans and specifications relating to the Project prepared by or for Borrower, as the same may be amended or supplemented from time to time, and, if required, submitted to and approved by the Clark County Building Department, all of which plans and specifications describe and set forth the plans and specifications for the construction of the Project and the labor and materials necessary for the construction thereof.

"Construction Timetable" means the detailed timetable for the construction of the Project in accordance with the Construction Plans and Construction Budget.

"Contractor" means Perini Building Company and/or any other replacement general contractor selected by Borrower and approved by the Administrative Agent (which approval shall not be unreasonably withheld).

"Contractor's Certificate and Consent" means a written certificate and consent executed by the Contractor in a form acceptable to the Administrative Agent.

–5–

"Contractual Obligation" means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

"CSG" means a construction management service designated by the Administrative Agent and reasonably acceptable to Borrower.

"Debtor Relief Laws" means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

"Deed of Trust" means the deed of trust to be executed and delivered by Borrower covering the Project Property on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Default" means any event that, with the giving of any applicable notice or passage of time specified in Section 10.1, or both, would be an Event of Default.

"Default Rate" means the interest rate prescribed in Section 3.9.

"Designated Deposit Account" means a deposit account to be maintained by Borrower with Bank of America, N.A. or one of its Affiliates, as from time to time designated by Borrower by written notification to the Administrative Agent.

"Designated Eurodollar Market" means, with respect to any Eurodollar Rate Loan, (a) the London Eurodollar Market, (b) if prime banks in the London Eurodollar Market are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that the London Eurodollar Market does not represent at the relevant time the effective pricing to the Lenders for deposits of Dollars in the London Eurodollar Market, the Cayman Islands Eurodollar Market or (c) if prime banks in both the London and Cayman Islands Eurodollar Markets are at the relevant time not accepting deposits of Dollars or if the Administrative Agent determines in good faith that neither the London nor the Cayman Islands Eurodollar Market represents at the relevant time the effective pricing to the Lenders for deposits of Dollars in such Eurodollar Market, such other Eurodollar Market as may from time to time be selected by the Administrative Agent with the approval of Borrower and the Requisite Lenders.

"Disposition" means the voluntary sale, transfer or other disposition of any asset of Borrower other than (a) Cash, Cash Equivalents, inventory or other assets sold, leased or otherwise disposed of in the ordinary course of business of Borrower and (b) equipment sold or otherwise disposed of where substantially similar equipment in replacement thereof has theretofore been acquired, or thereafter within 90 days is acquired, by Borrower, or where Borrower determines in good faith that the failure to replace such equipment will not be detrimental to the business of Borrower.

"Disqualified Equity Interest" means any membership interest, warrants, options or other rights to acquire a membership interest (but excluding any debt security which is convertible, or exchangeable, for a membership interest), which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the Maturity Date; provided that the aforementioned interests shall not be a Disqualified Equity Interest if they are redeemable prior to the Maturity Date only if the executive committee of Borrower determines in its judgment that as a result of a holder or beneficial owner owning such interests (a) Borrower has lost or may lose any license or franchise from any Gaming Board held by Borrower or any Subsidiary of Borrower necessary to conduct any portion of the business of Borrower or (b) any

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Gaming Board has taken or may take action to materially restrict or impair the operations of Borrower, which license, franchise or action is conditioned upon some or all of the holders or beneficial owners of such interests being licensed or found qualified or suitable to own such interests.

"Distribution" means, with respect to any shares of capital stock or any membership interest or any warrant or option to purchase an equity security or other equity security issued by a Person, (a) the retirement, redemption, purchase or other acquisition for Cash or for Property by such Person of any such security, (b) the declaration or (without duplication) payment by such Person of any dividend in Cash or in Property on or with respect to any such security, (c) any Investment by such Person in the holder of 5% or more of any such security if a purpose of such Investment is to avoid characterization of the transaction as a Distribution and (d) any other payment in Cash or Property by such Person constituting a distribution under applicable Laws with respect to such security.

"Documentation Agent" means Lehman Commercial Paper, Inc. The capacity of the Documentation Agent is purely titular in nature, and the Documentation Agent shall have no rights, duties, liabilities, obligations or responsibilities under the Loan Documents beyond those of a Lender.

"Dollars" or "$" means United States dollars.

"EBITDAM" means, with respect to any fiscal period, the sum of (a) the Net Income for that period, plus(b) any non-operating non-recurring loss reflected in such Net Income, minus (c) any non-operating non-recurring gain reflected in such Net Income, plus (d) Interest Expense for that period, plus (e) to the extent deducted in determining Net Income, the aggregate amount of Member Tax Distributions paid by Borrower and its Subsidiaries during that period, plus (f) depreciation, amortization and all other non-cash expenses of Borrower and its Subsidiaries for that period, plus (g) Management Fees paid by Borrower and its Subsidiaries during that period, plus (h) Pre-Opening Expenses of Borrower and its Subsidiaries for that period, in each case as determined in accordance with Generally Accepted Accounting Principles.

"Eligible Assignee" means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (c) any commercial bank having a combined capital and surplus of $100,000,000 or more, (d) any (i) savings bank, savings and loan association or similar financial institution or (ii) insurance company engaged in the business of writing insurance which, in either case (A) has a net worth of $200,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank and (e) any other financial institution (including a mutual fund or other fund) having total assets of $250,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (d) above; provided that (I) each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 12.21 and (II) to the extent required under applicable Gaming Laws, each Eligible Assignee must be registered with, approved by, or not disapproved or found unsuitable by (whichever may be required under applicable Gaming Laws), all applicable Gaming Boards.

"ERISA" means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

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"ERISA Affiliate" means each Person (whether or not incorporated) which is required to be aggregated with Borrower pursuant to Section 414 of the Code.

"Eurodollar Business Day" means any Business Day on which dealings in Dollar deposits are conducted by and among banks in the Designated Eurodollar Market.

"Eurodollar Lending Office" means, as to each Lender, its office or branch so designated by written notice to Borrower and the Administrative Agent as its Eurodollar Lending Office. If no Eurodollar Lending Office is designated by a Lender, its Eurodollar Lending Office shall be its office at its address for purposes of notices hereunder.

"Eurodollar Margin" means (a) for the initial Pricing Period, 300 basis points, and (b) for each subsequent Pricing Period, the interest rate margin set forth below (expressed in basis points per annum) opposite the Pricing Level for that Pricing Period:

Pricing Level		Margin
I		175.00
II		200.00
III		225.00
IV		250.00

"Eurodollar Market" means a regular established market located outside the United States of America by and among banks for the solicitation, offer and acceptance of Dollar deposits in such banks.

"Eurodollar Obligations" means eurocurrency liabilities, as defined in Regulation D or any comparable regulation of any Governmental Agency having jurisdiction over any Lender.

"Eurodollar Period" means, as to each Eurodollar Rate Loan, the period commencing on the date specified by Borrower pursuant to Section 2.1(b) and ending 1, 2, 3 or 6 months (or, with the written consent of all of the Lenders, any other period) thereafter, as specified by Borrower in the applicable Request for Loan; provided that:

(a) The first day of any Eurodollar Period shall be a Eurodollar Business Day;

(b) Any Eurodollar Period that would otherwise end on a day that is not a Eurodollar Business Day shall be extended to the next succeeding Eurodollar Business Day unless such Eurodollar Business Day falls in another calendar month, in which case such Eurodollar Period shall end on the next preceding Eurodollar Business Day;

(c) Borrower may not specify a Eurodollar Period that extends beyond the next Reduction Date unless the aggregate principal amount of the Loans having a Eurodollar Period ending after such Reduction Date is less than the aggregate Commitments (after giving effect to any reduction thereto scheduled to be made on such Reduction Date pursuant to Section 2.6); and

(d) No Eurodollar Period shall extend beyond the Maturity Date.

"Eurodollar Rate" means, with respect to any Eurodollar Rate Loan, the average of the interest rates per annum (rounded upward, if necessary, to the next 1/100 of 1%) at which deposits in Dollars are offered by Bank of America, N.A. to prime banks in the Designated Eurodollar Market at or about 11:00 a.m. local time in the Designated Eurodollar Market, two Eurodollar Business Days before the first day of the applicable Eurodollar Period in an aggregate amount approximately equal to the amount of the Advance made by the Eurodollar Reference Lender with respect to such Eurodollar Rate Loan and for a period of time comparable to the number of days in the applicable Eurodollar Period.

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"Eurodollar Rate Advance" means an Advance made under Section 2.1(a) and specified to be a Eurodollar Rate Advance in accordance with Article 2.

"Eurodollar Rate Loan" means a Loan made hereunder and specified to be a Eurodollar Rate Loan in accordance with Article 2.

"Event of Default" shall have the meaning provided in Section 10.1.

"Excess Cash Flow" means, for each Fiscal Year ending after the Completion Date and ending after December 31, 2001, EBITDAM for that Fiscal Year minus the sum of (a) all scheduled principal payments and pro forma Interest Expense for the succeeding Fiscal Year with respect to all then outstanding Indebtedness, based upon the principal amount of such Indebtedness outstanding on December 31 of that Fiscal Year and the interest rates then applicable to such Indebtedness, (b) Capital Expenditures of Borrower and its Subsidiaries made during that Fiscal Year in accordance with Section 6.13 (other than any Capital Expenditures made pursuant to Section 6.13(a)), (c) Management Fees paid by Borrower and its Subsidiaries in Cash during such Fiscal Year in accordance with Section 6.19, and (d) Member Tax Distributions paid by Borrower and its Subsidiaries during that Fiscal Year in accordance with Section 6.5.

"Existing Equity Holders" means Frank J. Fertitta, Blake L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta, Glenn C. Christenson and Scott M. Nielson and their executors, administrators or the legal representatives of their estates, their heirs, distributees and beneficiaries, any trust as to which any of the foregoing is a settlor or co-settlor and any corporation, partnership or other entity which is an Affiliate of any of the foregoing. Existing Equity Holders shall also mean any lineal descendants of such persons, but only to the extent that the beneficial ownership of the Voting Stock held by such lineal descendants was directly received (by gift, trust or sale) from any such person.

"Federal Funds Rate" means, as of any date of determination, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, "H.15(519)") for such date opposite the caption "Federal Funds (Effective)". If for any relevant date such rate is not yet published in H.15(519), the rate for such date will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the "Composite 3:30 p.m. Quotation") for such date under the caption "Federal Funds Effective Rate". If on any relevant date the appropriate rate for such date is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such date will be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that date by each of three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent. For purposes of this Agreement, any change in the Base Rate due to a change in the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change.

"FIRREA" means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as it may be amended from time to time.

"Fiscal Quarter" means the fiscal quarter of Borrower ending on each March 31, June 30, September 30 and December 31.

"Fiscal Year" means the fiscal year of Borrower ending on each December 31.

"Fixed Charge Coverage Ratio" means, as of the last day of any Fiscal Quarter, the ratio of (a) the sum of (i) Annualized EBITDAM determined as of such date, plus (ii) payments made under the Make-Well Agreement during the period for which Annualized EBITDAM has been

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calculated, to (b) the sum of (i) scheduled principal payments and pro forma Interest Expense for the four succeeding Fiscal Quarters with respect to all then outstanding Indebtedness of the Borrower and its Subsidiaries, based upon the then outstanding principal amounts of such Indebtedness and the interest rates then applicable to such Indebtedness, plus (ii) Maintenance Capital Expenditures of Borrower and its Subsidiaries for the fiscal period used in determining Annualized EBITDAM above, plus (iii) Management Fees paid by Borrower and its Subsidiaries during the same fiscal period, plus (iv) Distributions (including Member Tax Distributions) paid by Borrower and its Subsidiaries during the same fiscal period.

"Gaming Board" means, collectively, (a) the Nevada Gaming Commission, (b) the Nevada State Gaming Control Board and (c) any other Governmental Agency that holds regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Borrower within its jurisdiction.

"Gaming Laws" means all Laws pursuant to which any Gaming Board possesses regulatory, licensing or permit authority over gambling, gaming or casino activities conducted by Borrower within its jurisdiction, including, without limitation, the Nevada State Gaming Control Act, codified as Nevada Revised Statutes Chapter 463 and the regulations promulgated thereunder..

"GCR Gaming" means GCR Gaming, LLC, a Nevada limited liability company, and a Member of Borrower.

"Generally Accepted Accounting Principles" means, as of any date of determination, accounting principles (a) set forth as generally accepted in then currently effective Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) set forth as generally accepted in then currently effective Statements of the Financial Accounting Standards Board or (c) that are then approved by such other entity as may be approved by a significant segment of the accounting profession in the United States of America. The term "consistently applied," as used in connection therewith, means that the accounting principles applied are consistent in all material respects with those applied at prior dates or for prior periods.

"Government Securities" means readily marketable (a) direct full faith and credit obligations of the United States of America or obligations guaranteed by the full faith and credit of the United States of America and (b) obligations of an agency or instrumentality of, or corporation owned, controlled or sponsored by, the United States of America that are generally considered in the securities industry to be implicit obligations of the United States of America.

"Governmental Agency" means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body (including any Gaming Board), or (c) any court or administrative tribunal of competent jurisdiction.

"Greenspuns" means the Persons described on Schedule 1.1, who collectively are the owners of 100% of the equity membership interests in GCR Gaming, and their executors, administrators or the legal representatives of their estates, their heirs, distributees and beneficiaries, any trust as to which any of the foregoing is a settlor or co-settlor and any corporation, partnership or other entity which is an Affiliate of any of the foregoing.

"Greenspun Change of Control" means the failure of the Greenspuns to own, directly or indirectly, beneficial ownership of at least a majority of the interests in GCR Gaming.

"Greenspun Pledge Agreement" means the pledge agreement to be executed and delivered by GCR Gaming Guarantor, LLC in support of the obligations of the Members under the Completion Guaranty and Make-Well Agreement to be executed and delivered by the Greenspuns

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on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Green Valley Ranch" means the approximately 1311 acre area described in the Land Use Revision Documents, of which the Project Property is a part.

"Guaranty Obligation" means, as to any Person, any (a) guarantee by that Person of Indebtedness of, or other obligation performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item of such other Person or any "keep-well" or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other Person; provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guaranty Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Person in good faith. The amount of any other Guaranty Obligation shall be deemed to be zero unless and until the amount thereof has been (or in accordance with Financial Accounting Standards Board Statement No. 5 should be) quantified and reflected in the consolidated balance sheet of Borrower.

"GV Ranch Station" means GV Ranch Station, Inc., a Nevada corporation, and a Member of Borrower.

"Hazardous Materials" means substances defined as "hazardous substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601 et seq., or as "hazardous", "toxic" or "pollutant" substances or as "solid waste" pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., or as "friable asbestos" pursuant to the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.

"Hazardous Materials Laws" means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Real Property.

"Indebtedness" means, as to any Person (without duplication), (a) indebtedness of such Person for borrowed money or for the deferred purchase price of Property (excluding trade and other accounts payable in the ordinary course of business in accordance with ordinary trade terms), including any Guaranty Obligation for any such indebtedness, (b) indebtedness of such Person of the nature described in clause (a) that is non-recourse to the credit of such Person but is secured by assets of such Person, to the extent of the fair market value of such assets as determined in good faith by such Person, (c) the portion of Capital Lease Obligations of such Person required by Generally Accepted Accounting Principles to be shown on a balance sheet of such Person, (d) indebtedness of such Person arising under bankers' acceptance facilities or under facilities for the discount of accounts receivable of such Person, (e) any direct or contingent obligations of such Person under letters of credit issued for the account of such Person, and (f) the net amount of any obligations of such Person under Swap Agreements, provided that in no event shall the obligations of a Person under an operating lease (as such term is defined under Generally Accepted Accounting Principles) or any Synthetic Lease be deemed Indebtedness of that Person.

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"Indemnity Agreement" means that certain Land Use Indemnity Agreement of even date herewith executed by Station Casinos, Inc., American Nevada Corporation, a Nevada corporation, Parcel ³⁷/47, LLC, a Nevada limited liability company, GCR Gaming, LLC, a Nevada limited liability company, GV Ranch Station, Inc., a Nevada corporation, GCR Gaming Guarantor, LLC, a Nevada limited liability company and GCR Gaming Guarantor II, LLC, a Nevada limited liability company in favor of the Administrative Agent and the Lenders.

"Intangible Assets" means assets that are considered intangible assets under Generally Accepted Accounting Principles, including customer lists, goodwill, copyrights, trade names, trademarks and patents.

"Interest Differential" means, with respect to any prepayment of a Eurodollar Rate Loan on a day other than the last day of the applicable Interest Period and with respect to any failure to borrow a Eurodollar Rate Loan on the date or in the amount specified in any Request for Loan, (a) the Eurodollar Rate payable (or, with respect to a failure to borrow, the Eurodollar Rate which would have been payable) with respect to the Eurodollar Rate Loan minus (b) the Eurodollar Rate on, or as near as practicable to the date of the prepayment or failure to borrow for a Eurodollar Rate Loan with an Interest Period commencing on such date and ending on the last day of the Interest Period of the Eurodollar Rate Loan so prepaid or which would have been borrowed on such date.

"Interest Expense" means, with respect to any Person and as of the last day of any fiscal period, the sum without duplication of (a) all interest, fees, charges and related expenses paid or payable (without duplication) for that fiscal period by that Person to a lender in connection with borrowed money (including any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered "interest expense" under Generally Accepted Accounting Principles plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13.

"Interest Period" means, with respect to any Eurodollar Rate Loan, the related Eurodollar Period.

"Investment" means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person. The amount of any Investment shall be the amount actually invested (minus any return of capital with respect to such Investment which has actually been received in Cash or Cash Equivalents or has been converted into Cash or Cash Equivalents or has resulted in a cancellation or forgiveness of Indebtedness payable in Cash or Cash Equivalents), without adjustment for subsequent increases or decreases in the value of such Investment. An Investment in a Person consisting of the guaranty of an obligation of such Person shall not be deemed outstanding following the termination or expiration of such guaranty. Swap Agreements shall not be deemed Investments.

"Issuing Lender" means Bank of America, N.A.

"Land Use Revision Documents" means the documents described on Schedule 1.2.

"Laws" means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

"Lead Arranger" means Banc of America Securities LLC.

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"Lender" has the meaning set forth in the preamble to this Agreement.

"Letters of Credit" means any of the letters of credit issued by the Issuing Lender as either a Commercial Letter of Credit or a Standby Letter of Credit under the Revolving Commitment pursuant to Section 2.4 either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplanted.

"Leverage Ratio" means, as of the last day of any Fiscal Quarter ending after the Completion Date, the ratio of (a) the sum (without duplication) of (i) all Indebtedness of Borrower and its Subsidiaries on that date plus (ii) all Guaranty Obligations of Borrower and its Subsidiaries on that date to (b) the sum (without duplication) of (i) Annualized EBITDAM determined as of that date, plus (ii) the amount of all payments made under the Make-Well Agreement during the period for which Annualized EBITDAM is calculated.

"License Revocation" means (a) the revocation, involuntary failure to renew or suspension of any casino, gambling or gaming license issued by any Gaming Board covering any casino or gaming facility of Borrower, (b) the appointment by any Gaming Board of a receiver, supervisor or similar official with respect to any such gaming facility or (c) the involuntary closure of any such casino or gaming facility pursuant to an order of any Gaming Board.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any currently effective agreement to grant any of the foregoing, any conditional sale or other title retention agreement, any lease in the nature of a security interest, and/or the filing of or currently effective agreement to give any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property.

"Loan" means the aggregate of the Advances made at any one time by the Lenders pursuant to Article 2.

"Loan Documents" means, collectively, this Agreement, the Notes, the Completion Guaranty, the Make-Well Agreement, the Subsidiary Guaranty, the Letters of Credit, the Collateral Documents, any Secured Swap Agreement, the Member Subordination Agreement, the Swing Line Note and any other agreements of any type or nature hereafter executed and delivered by Borrower, the Subsidiaries of Borrower, the Members, or any Affiliate of the Members to the Administrative Agent, any Lender or the Swing Line Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

"Maintenance Capital Expenditure" means a Capital Expenditure for the maintenance, repair, restoration or refurbishment of the Project, excluding any Capital Expenditures which materially adds to or further improves the Project.

"Make-Well Agreement" means the make-well agreement to be executed and delivered by the Members and Station on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

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"Management Fee" means any fee paid or payable to any Person for management, auditing, administrative or other similar services provided to Borrower, however determined.

"Manager" means GV Ranch Station, Inc., a Nevada corporation.

"Margin Stock" means "margin stock" as such term is defined in Regulation U.

"Material Adverse Effect" means any set of circumstances or events which (a) has had or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Loan Document (other than as a result of any action or inaction of the Administrative Agent, any Lender or any Affiliate of any Lender), (b) has been or could reasonably be expected to be material and adverse to the business or condition (financial or otherwise) of Borrower or (c) has materially impaired or could reasonably be expected to materially impair the ability of Borrower to perform the Obligations.

"Maturity Date" means the earlier of (a) December 31, 2006 or (b) the fifth anniversary of the Completion Date.

"Member Pledge Agreements" means the pledge agreements to be executed and delivered by each of the Members on the Closing Date, either as originally executed or as they may from time to time be supplemented, modified, amended, extended or supplanted.

"Member Pledged Collateral" means the membership interests in Borrower held by each of the Members.

"Member Subordination Agreement" means the subordination agreement executed by each of the Members on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Member Tax Distributions" means Distributions by Borrower to its Members for the payment of federal and state income taxes as permitted under Section 6.5(b).

"Members" means, collectively, GCR Gaming and GV Ranch Station.

"Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which Borrower or any of its ERISA Affiliates contributes or is obligated to contribute.

"Negative Pledge" means a Contractual Obligation that contains a covenant binding on Borrower or any of its Subsidiaries that prohibits Liens on any of its Property, other than (a) any such covenant contained in a Contractual Obligation granting a Lien permitted under Section 6.8 which affects only the Property that is the subject of such permitted Lien and (b) any such covenant that does not apply to Liens securing the Obligations.

"Net Cash Proceeds" means, with respect to a Disposition, (a) the Cash proceeds of such Disposition received by Borrower net of (i) the expenses incurred by Borrower in connection therewith, (ii) the amount of any Indebtedness secured by a Lien on the Property which is the subject thereof which Borrower is required to discharge and (iii) the reasonably estimated income, capital gains and other taxes payable by Borrower in connection therewith and (b) all Cash proceeds and collections of Cash received by Borrower with respect to any promissory note or non-Cash Property received by Borrower upon such Disposition.

"Net Income" means, with respect to any fiscal period, the consolidated net income of Borrower and its Subsidiaries for that period, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

"Notes" means the Revolving Notes and the Term Notes.

"Obligations" means all present and future obligations of every kind or nature of Borrower at any time and from time to time owed to the Administrative Agent or the Lenders or any one or more of them, under any one or more of the Loan Documents, whether due or to become due,

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matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Borrower.

"Operating Agreement" means the Operating Agreement dated as of March 10, 2000 among the Members, as amended by a First Amendment to Operating Agreement dated as of September 17, 2001, as the same may be further amended from time to time in accordance with Section 6.19.

"Opinions of Counsel" means the favorable written legal opinions issued to the Administrative Agent and the Lenders on the Closing Date of (a) Milbank, Tweed, Hadley & McCloy LLP, special counsel to Borrower, and (b) Schreck Brignone Godfrey, special Nevada counsel to Borrower, together with copies of all factual certificates delivered to such counsel in connection with their opinions.

"Party" means any Person other than the Administrative Agent, the Lenders, any Affiliate of any Lender and the trustee under the Deed of Trust, which now or hereafter is a party to any of the Loan Documents (other than Persons which are party only to the Member Subordination Agreement or the Letters of Credit).

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereof established under ERISA.

"Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other thana Multiemployer Plan, which is subject to Title IV of ERISA and is maintained by Borrower or any of its ERISA Affiliates or to which Borrower or any of its ERISA Affiliates contributes or has an obligation to contribute.

"Permitted Encumbrances" means:

(a) inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction on or maintenance of Property now or hereafter filed of record for which adequate reserves have been set aside (or deposits made pursuant to applicable Law) and which are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material Property is subject to a material impending risk of loss or forfeiture;

(b) Liens for taxes and assessments on Property which are not yet past due; or Liens for taxes and assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no material Property is subject to a material impending risk of loss or forfeiture;

(c) minor defects and irregularities in title to any Property which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

(d) easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

(e) easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or common use of Property in or adjacent to a shopping center or similar project affecting Property which in the aggregate do not materially burden or impair the fair market value or use of such Property for the purposes for which it is or may reasonably be expected to be held;

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(f) rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to, the use of any Property;

(g) rights reserved to or vested in any Governmental Agency to control or regulate, or obligations or duties to any Governmental Agency with respect to, any right, power, franchise, grant, license, or permit;

(h) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of Property;

(i) statutory Liens, other than those described in clauses (a) or (b) above, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no material Property is subject to a material impending risk of loss or forfeiture;

(j) the CC&R's and any other covenants, conditions, and restrictions affecting the use of Property which in the aggregate do not materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held;

(k) rights of tenants under leases and rental agreements covering Property entered into in the ordinary course of business of the Person owning such Property;

(l) Liens consisting of pledges or deposits to secure obligations under workers' compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

(m) Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business, provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease;

(n) Liens consisting of deposits of Property to secure bids made with respect to, or performance of, contracts (other than contracts creating or evidencing an extension of credit to the depositor);

(o) Liens consisting of any right of offset, or statutory bankers' lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers' lien;

(p) Liens consisting of deposits of Property to secure statutory obligations of Borrower;

(q) Liens consisting of deposits of Property to secure (or in lieu of) surety, appeal or customs bonds;

(r) Liens created by or resulting from any litigation or legal proceeding in the ordinary course of business which is currently being contested in good faith by appropriate proceedings, provided that such Lien is junior to the Lien of the Collateral Documents, adequate reserves have been set aside and no material Property is subject to a material impending risk of loss or forfeiture; and

(s) other non-consensual Liens incurred in the ordinary course of business but not in connection with the incurrence of any Indebtedness, which do not in the aggregate, when taken together with all other Liens, materially impair the fair market value or use of the Property for the purposes for which it is or may reasonably be expected to be held.

"Permitted Financing" means one or more Capital Lease Obligations, Synthetic Leases, purchase money financings or other financing or leasing arrangements, in each case involving Indebtedness (or relating to Property having a value) which in an aggregate are not in excess of $35,000,000.

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"Permitted Right of Others" means a Right of Others consisting of (a) an interest (other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease), that does not materially impair the fair market value or use of Property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance, (c) the subordination of a lease or sublease in favor of a financing entity and (d) a license, or similar right, of or to Intangible Assets granted in the ordinary course of business.

"Person" means any individual or entity, including a trustee, corporation, limited liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture or Governmental Agency.

"Post Completion Improvements" means, collectively, the Amphitheater Area Improvements, any portion of the "Pool Building" designated on Exhibit H, the traffic signals of the intersections of (a) Green Valley Parkway and Road Section 2A shown on Exhibit to the Operating Agreement and (b) Paseo Verde Parkway and Village Park Drive, the "Central Amenity" described in Exhibit D of the Operating Agreement and any landscaping not located on the Resort Property.

"Pre-Closing Construction Advances" means advances made by the Members and their Affiliates to the Borrower prior to the Closing Date to finance interim construction expenses associated with the Project in an aggregate principal amount not to exceed $70,125,755, whether characterized as capital contributions or loans, but in any event excluding (a) contribution by GCR Gaming of the land comprising the Project Property and $25,500,000 in cash, and (b) contribution by GV Ranch Station of $50,000,000 in cash.

"Pre-Opening Expenses" means, with respect to any fiscal period, the amount of expenses (other than Interest Expense) classified as "pre-opening expenses" on the applicable consolidated financial statements of Borrower and its Subsidiaries for such period, prepared in accordance with Generally Accepted Accounting Principles consistently applied.

"Pricing Certificate" means a certificate in the form of Exhibit D, properly completed and signed by a Senior Officer.

"Pricing Level" means, for each Pricing Period, the pricing level set forth below opposite the Pricing Ratio as of the last day of the Fiscal Quarter most recently ended prior to the commencement of that Pricing Period:

Pricing Level		Pricing Ratio
I		Less than 2.50 to 1.00
II		Equal to or greater than 2.50 to 1.00 but less than 3.00 to 1.00
III		Equal to or greater than 3.00 to 1.00 but less than 3.50 to 1.00
IV		Equal to or greater than 3.50 to 1.00

provided that (a) in the event that Borrower does not deliver a Pricing Certificate with respect to any Pricing Period prior to the commencement of such Pricing Period, then until (but only until) such Pricing Certificate is delivered the Pricing Level for that Pricing Period shall be Pricing Level IV, and (b) if any Pricing Certificate is subsequently determined to be in error, then the resulting change in the Pricing Level shall be made retroactively to the beginning of the relevant Pricing Period.

"Pricing Period" means, (a) the period beginning on the Closing Date and ending on the first February 15, May 15, August 15 or November 15 which occurs following the Completion Date, and

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(b) each subsequent consecutive period of three months commencing on each February 16, May 16, August 16 and November 16.

"Pricing Ratio" means, as of the last day of any Fiscal Quarter, the ratio of (a) the sum of (i) all Indebtedness of Borrower and its Subsidiaries on that date plus (without duplication) (ii) all Guaranty Obligations of Borrower and its Subsidiaries on that date minus (iii) the lesser of the maximum stated potential liability of the Greenspuns under the Make-Well Agreement and two thirds of the aggregate fair market value on that date of all marketable securities pledged to the Administrative Agent pursuant to the Greenspun Pledge Agreement to (b) Annualized EBITDAM determined as of that date.

"Prime Rate" means the rate of interest publicly announced from time to time by Bank of America, N.A. as its "prime rate." The prime rate is a rate set by Bank of America, N.A. based upon various factors including Bank of America, N.A.'s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by Bank of America, N.A. shall take effect at the opening of business on the day specified in the public announcement of such change.

"Project" means the casino/hotel known as the "Station Casino at Green Valley Ranch" to be constructed on the Project Property, consisting generally of the infrastructure improvements to the Project Property and the adjacent property contemplated by the Construction Budget, a hotel tower and casino, specialty retail shops, restaurants, theatres and an approximate 1,500 space parking facility.

"Project Property" means the real property located in Henderson, Nevada on which the Project is to be constructed and all existing and future improvements thereto and all related appurtenances.

"Pro Rata Share" means, as of each date of determination, and with respect to each Lender, the percentage of the Commitments held by that Lender as of that date.

"Projections" means the financial projections attached hereto as Schedule 4.17.

"Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

"Quarterly Payment Date" means each June 30, September 30, December 31 and March 31.

"Real Property" means, as of any date of determination, all real Property then or theretofore owned, leased or occupied by Borrower.

"Reduction Amount" means, subject to the last sentence of Section 2.7, as to each Reduction Date, the amount set forth below opposite that Reduction Date:

Reduction Date	Amounts
The initial Reduction Date and each of the immediately succeeding seven Reduction Dates	$	4,500,000
The ninth, tenth, eleventh and twelfth Reduction Dates	$	5,500,000
Each subsequent Reduction Rate	$	7,000,000

"Reduction Date" means the earlier of (a) June 30, 2002 or (b) the first Quarterly Payment Date that is at least six months following the Completion Date, and each Quarterly Payment Date thereafter.

"Regulation D" means Regulation D, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulation in substance substituted therefor.

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"Regulation U" means Regulation U, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

"Request for Letter of Credit" means a written request for a Letter of Credit substantially in the form of Exhibit E, signed by a Responsible Official of Borrower, and properly completed to provide all information required to be included therein.

"Request for Loan" means a written request for a Loan substantially in the form of Exhibit F, signed by a Responsible Official of Borrower, on behalf of Borrower, and properly completed to provide all information required to be included therein.

"Requirement of Law" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any Law, or judgment, award, decree, writ or determination of a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

"Requisite Lenders" means (a) as of any date of determination if the Commitments are then in effect, Lenders having in the aggregate 51% or more of the Commitments then in effect and (b) as of any date of determination if the Commitments have then been terminated and there is then any Indebtedness evidenced by the Notes, Lenders holding Notes evidencing in the aggregate 51% or more of the aggregate Indebtedness then evidenced by the Notes.

"Responsible Official" means (a) when used with reference to a Person other than an individual, any corporate officer or member of such Person, general partner of such Person, corporate officer or member of a corporate general partner of such Person, or corporate officer or member of a corporate general partner of a partnership that is a general partner of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. The Lenders shall be entitled to conclusively rely upon any document or certificate that is signed or executed by a Responsible Official of Borrower or any of its Subsidiaries as having been authorized by all necessary corporate partnership and/or other action on the part of Borrower or such Subsidiary; provided that such Responsible Official has been designated as a Responsible Official for purposes of this Agreement in a written notice signed by a Senior Officer and delivered to the Administrative Agent, which notice has not been canceled or superseded.

"Revolving Commitment" means subject to Sections 2.5, 2.6, 2.7 and 2.8, $90,000,000.

"Revolving Notes" means any of the promissory notes made by Borrower to a Lender evidencing the Advances under that Lender's Pro Rata Share of the Revolving Commitment, substantially in the form of Exhibit C-1, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

"Right of Others" means, as to any Property in which a Person has an interest, any legal or equitable right, title or other interest (other than a lease or a Lien) held by any other Person in that Property, and any option or right held by any other Person to acquire any such right, title or other interest in that Property, including any option or right to acquire a Lien; provided, however, that (a) no covenant restricting the use or disposition of Property of such Person contained in any Contractual Obligation of such Person and (b) no provision contained in a contract creating a right of payment or performance in favor of a Person that conditions, limits, restricts, diminishes, transfers or terminates such right shall be deemed to constitute a Right of Others.

"Secured Swap Agreement" means a Swap Agreement between Borrower and a Lender (or an Affiliate of a Lender) that is secured by a Lien on the Collateral that complies with the applicable provisions of Section 11.3.

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"Security Agreement" means the security agreement executed and delivered by Borrower and each of its Subsidiaries on the Closing Date, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Senior Officer" means (a) the chief executive officer, (b) the president, (c) any executive vice president, (d) any senior vice president, (e) the chief financial officer, (f) the treasurer, or (g) the secretary, in each case of Borrower or the Manager.

"Special Eurodollar Circumstance" means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its Eurodollar Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

"Standby Letter of Credit" means each Letter of Credit that is not a Commercial Letter of Credit.

"Standby Letter of Credit Fee" means, as of any date of determination, the per annum Eurodollar Margin then in effect.

"Station" means Station Casinos, Inc., a Nevada corporation, and the owner of 100% of the equity securities of the Manager.

"Station Change of Control" means an event or series of events by which (i) Station sells, conveys, transfers or leases, directly or indirectly, all or substantially all of the properties and assets of Station and its Subsidiaries to any person, corporation, entity or group, (ii) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than the Existing Equity Holders) is or becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under such Act, except that a person shall be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly of securities representing 40% or more of the Voting Stock and at such time as the Existing Equity Holders together shall fail to beneficially own, directly or indirectly, securities representing at least the same percentage of the combined voting power of the Voting Stock as is "beneficially owned" by such "person," (iii) Station consolidates with or merges into another corporation, or any corporation consolidates with or merges into Station, in either event pursuant to a transaction in which the outstanding Voting Stock is changed into or exchanged for cash, securities or other property, other than any such transactions between Station and its wholly-owned Subsidiaries, with the effect that any "person" (other than the Existing Equity Holders) becomes the "beneficial owner," directly or indirectly, of securities representing 40% or more of the combined voting power of the Voting Stock and at such time as the Existing Equity Holders together shall fail to beneficially own, directly or indirectly, securities representing at least the same percentage of the combined voting power of the Voting Stock as is "beneficially owned" by such "person" or (iv) during any period of 24 consecutive months, individuals who at the beginning of such period constituted Station's board of directors (together with any new or replacement directors whose election by Station's board of directors, or whose nomination for election by Station's stockholders, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office.

"Subordinated Obligations" means (a) all obligations of Borrower or any of its Subsidiaries to make payments of Management Fees or other amounts under the Management Agreement to the Manager or any Affiliate thereof, (b) any other obligation of Borrower or any of its Subsidiaries to any Member or any Affiliate thereof (other than Member Tax Distributions), and (c) any obligation of Borrower or any of its Subsidiaries to any other Person that is subordinated by its terms in right

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of payment to the Obligations or to all Indebtedness of Borrower or such Subsidiary, in a manner which is acceptable to the Requisite Lenders in their sole discretion and the terms of which, including without limitation the representations, warranties, covenants, defaults, tenor and pricing, are reasonably acceptable to the Requisite Lenders.

"Subordination, Non-Disturbance and Attornment Agreements" means subordination, non-disturbance and attornment agreements entered into by the Administrative Agent at the request of Borrower with commercial tenants on the Real Property, substantially in the form of Exhibit G but with such changes thereto as may be agreed upon by the Administrative Agent in its discretion.

"Subsidiary" means, as of any date of determination and with respect to any Person, any corporation, limited liability company or partnership (whether or not, in either case, characterized as such or as a "joint venture"), whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which a majority of the securities having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a partnership, of which a majority of the partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.

"Subsidiary Guaranty" means the continuing guaranty of the Obligations to be executed and delivered by each Subsidiary of Borrower in accordance with Section 5.10, either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

"Swap Agreement" means a written agreement between Borrower and one or more financial institutions providing for "swap", "cap", "collar" or other interest rate protection with respect to any Indebtedness.

"Swing Line" means the revolving line of credit established by the Swing Line Lender in favor of Borrower pursuant to Section 2.10.

"Swing Line Lender" means Bank of America, N.A., acting through its Las Vegas Commercial Banking Division.

"Swing Line Loans" means loans made by the Swing Line Lender to Borrower pursuant to Section 2.10.

"Swing Line Note" means the promissory note executed by Borrower in favor of the Swing Line Lender in connection with the Swing Line.

"Swing Line Outstandings" means, as of any date of determination, the aggregate principal Indebtedness of Borrower on all Swing Line Loans then outstanding.

"Synthetic Lease" means, as to any Person, any obligation of such Person which is classified as an operating lease under Generally Accepted Accounting Principles but which is treated under applicable Law as a financing arrangement secured by a Lien on the assets subject to such arrangement.

"Term Commitment" means subject to Sections 2.5, 2.6, 2.7 and 2.8, $75,000,000.

"Term Notes" means any of the promissory notes made by Borrower to a Lender evidencing the Advances under that Lender's Pro Rata Share of the Term Commitment, substantially in the form of Exhibit C-2, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

"Title Company" means Chicago Title Company, acting through its representative, Nevada Title Insurance Company, or such other title insurance company as is reasonably acceptable to the Administrative Agent.

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"to the best knowledge of" means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

"type", when used with respect to any Loan or Advance, means the designation of whether such Loan or Advance is an Base Rate Loan or Advance, or a Eurodollar Rate Loan or Advance.

"Voting Stock" means, as to Station, those shares of the capital stock of Station entitled to ordinary voting power.

"Wholly-Owned Subsidiary" means a Subsidiary of Borrower, 100% of the capital stock of which is owned, directly or indirectly, by Borrower, except for director's qualifying or like shares required by applicable Laws.

1.2 Use of Defined Terms. Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

1.3 Accounting Terms. All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this Agreement such that the covenants contained in Sections 6.11 and 6.12 would then be calculated in a different manner or with different components, (a) Borrower and the Lenders agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower's financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) Borrower's shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrower would have been in compliance therewith under Generally Accepted Accounting Principles as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials described in Article 8 to the Administrative Agent and the Lenders, on the dates therein specified, with financial data presented in a manner which conforms with Generally Accepted Accounting Principles as in effect immediately prior to such change.

1.4 Rounding. Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

1.5 Exhibits and Schedules. All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

1.6 References to "Borrower and its Subsidiaries". Any reference herein to "Borrower and its Subsidiaries" or the like shall refer solely to Borrower during such times, if any, as Borrower shall have no Subsidiaries.

1.7 Miscellaneous Terms. The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

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Article 2

LOANS AND LETTERS OF CREDIT

2.1 Loans-General.

(a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Revolving Commitment, make Advances to Borrower under the Revolving Commitment in such amounts as Borrower may request that do not result in the sum of (i) the aggregate principal amount outstanding under the Revolving Notes, (ii) the Swing Line Outstandings (after giving effect to any concurrent payment thereof with the proceeds of such Advances) and (iii) the Aggregate Effective Amount of the Letters of Credit, to exceed the Revolving Commitment. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Revolving Commitment without premium or penalty.

Subject to the terms and conditions set forth in this Agreement, on the Closing Date each Lender shall make a term Advance to Borrower under the Term Commitment in an amount equal to its Pro Rata Share of the Term Commitment. Subject to the terms and conditions set forth in this Agreement, at any time and from time to time following the Closing Date through the Maturity Date, each Lender shall, pro rata according to that Lender's Pro Rata Share of the then applicable Term Commitment, make Advances to Borrower under the Term Commitment in the amounts which are required to refinance any then outstanding Advances under the Term Commitment as Borrower may request which do not result in the aggregate principal amount outstanding under the Term Notes being in excess of the Term Commitment. No Advance under the Term Commitment which is repaid may subsequently be reborrowed, however Borrower may repay loans outstanding under the Term Commitment without premium or penalty.

(b) Subject to the next sentence, each Loan shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan, (ii) type of Loan, (iii) amount of such Loan, and (iv) in the case of a Eurodollar Rate Loan, the Eurodollar Period for such Loan. Unless the Administrative Agent, in its sole and absolute discretion, has notified Borrower to the contrary, a Loan may be requested by telephone by a Responsible Official of Borrower, in which case Borrower shall confirm such request by promptly delivering a Request for Loan in person or by telecopier conforming to the preceding sentence to the Administrative Agent. The Administrative Agent shall incur no liability whatsoever hereunder in acting upon any telephonic request for Loan purportedly made by a Responsible Official of Borrower, and Borrower hereby agrees to indemnify the Administrative Agent from any loss, cost, expense or liability as a result of so acting.

(c) Promptly following receipt of a Request for Loan, the Administrative Agent shall notify each Lender by telephone or telecopier (and if by telephone, promptly confirmed by telecopier) of the date and type of the Loan, the applicable Interest Period, and that Lender's Pro Rata Share of the Loan. Not later than 10:00 a.m., California time, on the date specified for any Loan (which must be a Business Day), each Lender shall make its Pro Rata Share of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent's Office. Upon satisfaction or waiver of the applicable conditions set forth in Article 9, all Advances shall be credited on that date in immediately available funds to the Designated Deposit Account.

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(d) Unless the Requisite Lenders otherwise consent, each Loan shall be not less than $2,000,000 and in an integral multiple of $1,000,000.

(e) The Advances made by each Lender under the Commitment shall be evidenced by that Lender's Notes.

(f) Subject to Sections 3.8(c) and (d), a Request for Loan shall be irrevocable upon the Administrative Agent's first notification thereof.

(g) If no Request for Loan (or telephonic request for Loan referred to in the second sentence of Section 2.1(b), if applicable) has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the Interest Period for any Eurodollar Rate Loan, then on the last day of such Interest Period, such Eurodollar Rate Loan shall be automatically converted into an Base Rate Loan in the same amount.

(h) If a Loan is to be made on the same date that another Loan is due and payable, Borrower or the Lenders, as the case may be, shall make available to the Administrative Agent the net amount of funds giving effect to both such Loans and the effect for purposes of this Agreement shall be the same as if separate transfers of funds had been made with respect to each such Loan.

2.2 Base Rate Loans. Each request by Borrower for an Base Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for loan referred to in the second sentence of Section 2.1(b), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 9:00 a.m. California time, on the date (which must be a Business Day) of the requested Base Rate Loan. All Loans shall constitute Base Rate Loans unless properly designated as a Eurodollar Rate Loan pursuant to Section 2.3.

2.3 Eurodollar Rate Loans.

(a) Each request by Borrower for a Eurodollar Rate Loan shall be made pursuant to a Request for Loan (or telephonic or other request for Loan referred to in the second sentence of Section 2.1(b), if applicable) received by the Administrative Agent, at the Administrative Agent's Office, not later than 9:00 a.m., California time, at least three Eurodollar Business Days before the first day of the applicable Eurodollar Period.

(b) On the date which is two Eurodollar Business Days before the first day of the applicable Eurodollar Period, the Administrative Agent shall confirm its determination of the applicable Eurodollar Rate (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrower and the Lenders by telephone or telecopier (and if by telephone, promptly confirmed by telecopier).

(c) Unless the Administrative Agent and the Requisite Lenders otherwise consent, no more than 10 Eurodollar Rate Loans shall be outstanding at any one time.

(d) No Eurodollar Rate Loan may be requested during the continuation of a Default or Event of Default.

(e) Nothing contained herein shall require any Lender to fund any Eurodollar Rate Advance in the Designated Eurodollar Market.

2.4 Letters of Credit.

(a) Subject to the terms and conditions hereof, at any time and from time to time from the Closing Date through the Maturity Date, the Issuing Lender shall issue such Letters of Credit under the Revolving Commitment as Borrower may request by a Request for Letter of Credit; provided that (i) giving effect to all such Letters of Credit, the sum of (A) the aggregate principal amount outstanding under the Revolving Notes plus (B) the Swing Line Outstandings plus (C) the

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Aggregate Effective Amount of all outstanding Letters of Credit do not exceed the then applicable Revolving Commitment and (ii) the Aggregate Effective Amount of the Letters of Credit shall not exceed $2,000,000. Each Letter of Credit shall be in a form acceptable to the Issuing Lender. Unless all the Lenders otherwise consent in a writing delivered to the Administrative Agent, the term of any Letter of Credit shall not exceed one year (except Letters of Credit in an aggregate amount not in excess of $1,000,000 and those having renewal or extension provisions, so long as such provisions permit the Issuing Lender to decline to renew or extend such Letter of Credit in its discretion on each anniversary of the issuance thereof, and are otherwise on terms acceptable to the Administrative Agent) or extend beyond the Maturity Date.

(b) Each Request for Letter of Credit shall be submitted to the Issuing Lender, with a copy to the Administrative Agent, at least five Business Days prior to the date upon which the related Letter of Credit is proposed to be issued. The Administrative Agent shall promptly notify the Issuing Lender whether such Request for Letter of Credit, and the issuance of a Letter of Credit pursuant thereto, conforms to the requirements of this Agreement. Upon issuance of a Letter of Credit, the Issuing Lender shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Lenders, of the amount and terms thereof.

(c) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a pro rata participation in such Letter of Credit from the Issuing Lender in an amount equal to that Lender's Pro Rata Share. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed by Borrower for any payment required to be made by the Issuing Lender under any Letter of Credit, each Lender shall, pro rata according to its Pro Rata Share, reimburse the Issuing Lender through the Administrative Agent promptly upon demand for the amount of such payment. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of Borrower to reimburse the Issuing Lender for the amount of any payment made by the Issuing Lender under any Letter of Credit together with interest as hereinafter provided.

(d) Borrower agrees to pay to the Issuing Lender through the Administrative Agent an amount equal to any payment made by the Issuing Lender under a Letter of Credit within one Business Day after demand made by the Issuing Lender therefor, together with interest on such amount from the date of the payment made by the Issuing Lender at the rate applicable to Base Rate Loans through the date of demand (which the Issuing Lender will promptly provide) and thereafter at the Default Rate. The principal amount of any such payment shall be used to reimburse the Issuing Lender for the payment made by it under the Letter of Credit and, to the extent that the Lenders have not reimbursed the Issuing Lender pursuant to Section 2.4(c), the interest amount of any such payment shall be for the account of the Issuing Lender. Each Lender that has reimbursed the Issuing Lender pursuant to Section 2.4(c) for its Pro Rata Share of any payment made by the Issuing Lender under a Letter of Credit shall thereupon acquire a pro rata participation, to the extent of such reimbursement, in the claim of the Issuing Lender against Borrower for reimbursement of principal and interest under this Section 2.4(d) and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Lender reimbursed the Issuing Lender) with respect to such claim.

(e) Unless a Default exists, and to the extent that Advances are otherwise available hereunder, Borrower shall be deemed to have requested that Advances be made pursuant to Section 2.1(a) to provide funds for the payment required by Section 2.4(d). The Administrative Agent shall cause such Advances to be made by the Lenders and, for this purpose, the conditions

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precedent set forth in Article 9 (other than the absence of any Default) shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Lender to reimburse it for the payment made by it under the Letter of Credit.

(f) If Borrower fails to make the payment required by Section 2.4(d) within the time period therein set forth, in lieu of the reimbursement to the Issuing Lender under Section 2.4(c) the Issuing Lender may (but is not required to), even if any Default exists and without notice to or the consent of Borrower, instruct the Administrative Agent to cause Advances to be made by the Lenders under the Revolving Commitment as Base Rate Advances in an aggregate amount equal to the amount paid by the Issuing Lender with respect to that Letter of Credit and, for this purpose, the conditions precedent set forth in Article 9 shall not apply. The proceeds of such Advances shall be paid directly to the Issuing Lender to reimburse it for the payment made by it under the Letter of Credit.

(g) The issuance of any supplement, modification, amendment, renewal, or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.

(h) The obligation of Borrower to pay to the Issuing Lender the amount of any payment made by the Issuing Lender under any Letter of Credit shall be absolute, unconditional and irrevocable, subject only to performance by the Issuing Lender of its obligations to Borrower under Uniform Commercial Code Section 5-108. Without limiting the foregoing, Borrower's obligations shall not be affected by any of the following circumstances:

(i) any lack of validity or enforceability of the Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) any amendment or waiver of or any consent to departure from the Letter of Credit, this Agreement, or any other agreement or instrument relating thereto, made with the consent of Borrower;

(iii) the existence of any claim, setoff, defense, or other rights which Borrower may have at any time against the Issuing Lender, the Administrative Agent or any Lender, any beneficiary of the Letter of Credit (or any persons or entities for whom any such beneficiary may be acting) or any other Person, whether in connection with the Letter of Credit, this Agreement, or any other agreement or instrument relating thereto, or any unrelated transactions (without limitation on Borrower's right to initiate any action for any such claim, set off, defense or other rights);

(iv) any demand, statement, or any other document presented under the Letter of Credit proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever so long as any such document appeared to comply with the terms of the Letter of Credit;

(v) payment by the Issuing Lender in good faith under the Letter of Credit against presentation of a draft or any accompanying document which does not strictly comply with the terms of the Letter of Credit;

(vi) the existence, character, quality, quantity, condition, packing, value or delivery of any Property purported to be represented by documents presented in connection with any Letter of Credit or any difference between any such Property and the character, quality, quantity, condition, or value of such Property as described in such documents;

(vii) the time, place, manner, order or contents of shipments or deliveries of Property as described in documents presented in connection with any Letter of Credit or the existence, nature and extent of any insurance relative thereto;

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(viii) the solvency or financial responsibility of any Person issuing any documents in connection with a Letter of Credit;

(ix) any failure or delay in notice of shipments or arrival of any Property;

(x) any error in the transmission of any message relating to a Letter of Credit not caused by the Issuing Lender, or any delay or interruption in any such message;

(xi) any error, neglect or default of any correspondent of the Issuing Lender in connection with a Letter of Credit;

(xii) any consequence arising from acts of God, war, insurrection, civil unrest, disturbances, labor disputes, emergency conditions or other causes beyond the control of the Issuing Lender;

(xiii) so long as the Issuing Lender in good faith determines that the contract or document appears to comply with the terms of the Letter of Credit, the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to the Issuing Lender in connection with a Letter of Credit; and

(xiv) where the Issuing Lender has acted in good faith and observed general banking usage, any other circumstances whatsoever.

(i) The Issuing Lender shall be entitled to the protection accorded to the Administrative Agent pursuant to Section 10.6, mutatis mutandis.

(j) The Uniform Customs and Practice for Documentary Credits, as published in its most current version by the International Chamber of Commerce at the date of issuance of a Letter of Credit, shall apply to that Letter of Credit (unless expressly otherwise provided in that Letter of Credit).

2.5 Voluntary Reduction of Commitments. Borrower shall have the right, at any time and from time to time, without penalty or charge, upon at least three Business Days' prior written notice by a Responsible Official of Borrower to the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in aggregate principal amounts in an integral multiple of $1,000,000, or to terminate, all or a portion of the then undisbursed portion of either of the Commitments. The Administrative Agent shall promptly notify the Lenders of any reduction or termination of either Commitment under this Section. Any voluntary reduction of the Commitments under this Section shall be applied to reduce the Reduction Amount for the next following Reduction Date (to the extent of such reduction) and thereafter to subsequent Reduction Dates (to the extent not previously applied) in the order of their occurrence.

2.6 Scheduled Reductions of Commitment. Subject to the last sentence of Section 2.5 and the last sentence of Section 2.7, on each Reduction Date, the Commitments shall automatically be ratably reduced by the applicable Reduction Amount.

2.7 Mandatory Reductions of Commitments. The Commitments shall also be ratably reduced (a) by an amount equal to all Cash Equity Contributions made by the Members pursuant to the Make-Well Agreement effective as of the date of the making thereof, (b) by an amount equal to 100% of the Net Cash Proceeds from Dispositions made after the Completion Date, effective on the third Business Day following the receipt by Borrower of such Net Cash Proceeds, and (c) unless the Make-Well Agreement has then been released in accordance with its terms, by an amount equal to 75% of Excess Cash Flow with respect to any Fiscal Year ending after the Completion Date and ending after December 31, 2001, effective on the 120th day after the end of such Fiscal Year. Any reduction of the Commitments under this Section 2.7 shall be applied to Reduction Amounts in inverse order of the related Reduction Dates.

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2.8 [Intentionally Omitted].

2.9 Administrative Agent's Right to Assume Funds Available for Advances. Unless the Administrative Agent shall have been notified by any Lender no later than 11:00 a.m., California time, on the Business Day of the proposed funding by the Administrative Agent of any Loan that such Lender does not intend to make available to the Administrative Agent such Lender's portion of the total amount of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If the Administrative Agent has made funds available to Borrower based on such assumption and such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent promptly shall notify Borrower and Borrower shall pay such corresponding amount to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the daily Federal Funds Rate. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its share of the Commitments or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

2.10 Swing Line.

(a) Subject to the terms and conditions of this Agreement, the Swing Line Lender shall from time to time from the Closing Date through the day prior to the Maturity Date make Swing Line Loans to Borrower in such amounts as Borrower may request, provided that (i) after giving effect to such Swing Line Loan, the Swing Line Outstandings do not exceed $15,000,000 and the aggregate of the Swing Line Outstandings, the Loans and the Aggregate Effective Amount of all outstanding Letters of Credit do not exceed the Revolving Commitment, (ii) without the consent of all of the Lenders, no Swing Line Loan may be made during the continuation of an Event of Default and (iii) the Swing Line Lender has not given at least twenty-four hours' prior notice to Borrower that availability under the Swing Line is suspended or terminated. Borrower may borrow, repay and reborrow under this Section without premium or penalty. Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $100,000 upon telephonic request by a Responsible Official of Borrower made to the Administrative Agent not later than 1:00 p.m., California time, on the Business Day of the requested borrowing (which telephonic request shall be promptly confirmed in writing by telecopier). Promptly after receipt of such a request for borrowing, the Administrative Agent shall provide telephonic verification to the Swing Line Lender that, after giving effect to such request, availability for Loans will exist under Section 2.1(a) (and such verification shall be promptly confirmed in writing by telecopier). Unless notified to the contrary by the Swing Line Lender, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $100,000. If Borrower instructs the Swing Line Lender to debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan, or the Swing Line Lender otherwise receives repayment, after 3:00 p.m., California time, on a Business Day, such payment shall be deemed received on the next Business Day. The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Line Outstandings each time there is a change therein and promptly notify the Administrative Agent and the Lenders if it suspends or terminates availability under the Swing Line.

(b) Swing Line Loans shall bear interest at the rate set forth in the Swing Line Note. Interest shall be payable on such dates, not more frequent than monthly, as may be specified by the Swing

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Line Lender and in any event on the Maturity Date. The Swing Line Lender shall be responsible for invoicing Borrower for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender (subject to clause (d) below).

(c) The Swing Line Loans shall be payable within five Business Days after demand made by the Swing Line Lender and in any event on the Maturity Date.

(d) Upon the making of a Swing Line Loan in accordance with Section 2.10(a), each Lender shall be deemed to have purchased from the Swing Line Lender a participation therein in an amount equal to that Lender's Pro Rata Share times the amount of the Swing Line Loan. Upon demand made by the Swing Line Lender, each Lender shall, according to its Pro Rata Share, promptly provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional (except only demand made by the Swing Line Lender) and shall not be affected by the occurrence of a Default or Event of Default; provided that no Lender shall be obligated to purchase its Pro Rata Share of (i) Swing Line Loans to the extent that Swing Line Outstandings are in excess of $15,000,000 or to the extent that the sum of the Indebtedness evidenced by the Revolving Notes plus the Aggregate Effective Amount of all outstanding Letters of Credit plus the Swing Line Outstandings exceeds the Revolving Commitment or (ii) any Swing Line Loan made (absent the consent of all of the Lenders) during the continuation of an Event of Default. Each Lender that has provided to the Swing Line Lender the purchase price due for its participation in Swing Line Loans shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Lender paid the Swing Line Lender its purchase price) with respect to such claim.

(e) In the event that the Swing Line Outstandings are outstanding ten consecutive Business Days, then on the next Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to pay the Swing Line Outstandings in full), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to pay the Swing Line Outstandings in full. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender (unless Borrower has made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings to $0), Borrower shall request a Loan pursuant to Section 2.1(a) sufficient to repay all Swing Line Outstandings (and, for this purpose, Section 2.1(d) shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Advances made by each Lender to the Swing Line Lender (which the Swing Line Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request such a Loan within the time specified by Section 2.2 on any such date, the Administrative Agent may, but is not required to, without notice to or the consent of Borrower, cause Advances to be made by the Lenders under the Revolving Commitment in amounts which are sufficient to reduce the Swing Line Outstandings as required above. The conditions precedent set forth in Article 9 shall not apply to Advances to be made by the Lenders pursuant to the three preceding sentences, but the Lenders shall not be obligated to make such Advances to the extent that the conditions set forth in Section 2.10(a)(i), (ii) and (iii) were not satisfied as to any Swing Line Loan which is part of such Swing Line Outstandings. The proceeds of such Advances shall be paid directly to the Swing Line Lender for application to the Swing Line Outstandings.

2.11 Collateral and Guaranty. The Obligations shall be secured by the Collateral pursuant to the Collateral Documents. The Obligations shall be supported by the Members pursuant to the Completion Guaranty and the Make-Well Agreement, subject to termination thereof in accordance with their respective terms.

2.12 Senior Indebtedness. The Obligations shall be "Senior Indebtedness" with respect to all Subordinated Obligations.

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Article 3

PAYMENTS AND FEES

3.1 Principal and Interest.

(a) Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate to the fullest extent permitted by applicable Laws.

(b) Interest accrued on each Base Rate Loan on each Quarterly Payment Date shall be due and payable on that day. Except as otherwise provided in Section 3.9, the unpaid principal amount of any Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Base Rate plus the Base Rate Margin. Each change in the interest rate under this Section 3.1(b) due to a change in the Base Rate shall take effect simultaneously with the corresponding change in the Base Rate.

(c) Interest accrued on each Eurodollar Rate Loan which is for a term of three months or less shall be due and payable on the last day of the related Eurodollar Period. Interest accrued on each other Eurodollar Rate Loan shall be due and payable on the date which is three months after the date such Eurodollar Rate Loan was made (and, in the event that all of the Lenders have approved a Eurodollar Period of longer than six months, every three months thereafter through the last day of the Eurodollar Period) and on the last day of the related Eurodollar Period. Except as otherwise provided in Section 3.9, the unpaid principal amount of any Eurodollar Loan shall bear interest at a rate per annum equal to the Eurodollar Rate for that Eurodollar Loan plus the Eurodollar Margin.

(d) If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:

(i) the amount, if any, by which the sum of (I) the principal Indebtedness evidenced by the Revolving Notes plus (II) the Swing Line Outstandings plus (III) the Aggregate Effective Amount of all outstanding Letters of Credit at any time exceeds the then applicable Revolving Commitment (including as it may be reduced from time to time pursuant to Sections 2.5, 2.6, 2.7 or 2.8) shall in each case be payable immediately;

(ii) the amount by which the principal Indebtedness evidenced by the Term Notes at any time exceeds the Term Commitment shall be payable immediately; and

(iii) the principal Indebtedness evidenced by the Notes shall in any event be payable on the Maturity Date.

(e) The Notes may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, exceptthat with respect to any voluntary prepayment under this Section, (i) any partial prepayment shall be not less than $1,000,000 and in an integral multiple of $500,000, (ii) the Administrative Agent shall have received written notice of any prepayment by 9:00 a.m. California time on the Business Day prior to the date of prepayment (which must be a Business Day) in the case of an Base Rate Loan, and, in the case of a Eurodollar Rate Loan, three Business Days before the date of prepayment (which must be a Business Day), which notice shall identify the date and amount of the prepayment and the Loan(s) being prepaid, (iii) each prepayment of principal on any Eurodollar Rate Loan shall be accompanied by payment of interest accrued to the date of payment on the amount of principal paid, (iv) any payment or prepayment of all or any part of any Eurodollar Rate Loan on a day

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other than the last day of the applicable Interest Period shall be subject to Section 3.8(e) and (v) upon any partial prepayment of a Eurodollar Rate Loan that reduces the principal amount of such Loan below $2,000,000, the remaining portion thereof shall automatically convert to a Base Rate Loan.

3.2 Arrangement Fee. On the Closing Date, Borrower shall pay to the Lead Arranger the arrangement fee as heretofore agreed upon by letter agreement between Borrower and the Lead Arranger. Such arrangement fee is for the services of the Lead Arranger in arranging the credit facilities under this Agreement and is fully earned when paid. The arrangement fee paid to the Lead Arranger is solely for its own account and is nonrefundable.

3.3 Upfront Fees. On the Closing Date, Borrower shall pay to the Administrative Agent, for the ratable accounts of the Lenders pro rata according to their respective Pro Rata Shares, upfront fees in the amounts set forth in a letter agreement with the Administrative Agent and each Co-Agent. The Administrative Agent shall promptly pay the Lenders their portion of the upfront fees. The upfront fees received by each Lender are solely for its own account and are nonrefundable.

3.4 Commitment Fee. From the Closing Date, Borrower shall pay to the Administrative Agent, for the ratable accounts of the Lenders pro rata according to their Pro Rata Share, a commitment fee equal to the daily Commitment Fee Rate per annum times the average daily amount by which the Revolving Commitment exceeds the sum of (a) the aggregate daily principal Indebtedness evidenced by the Revolving Notes (but not the Swing Line Outstandings) plus (b) the Aggregate Effective Amount of all outstanding Letters of Credit. The commitment fee shall be payable quarterly in arrears on each Quarterly Payment Date and on the Maturity Date.

3.5 Letter of Credit Fees. With respect to each Letter of Credit, Borrower shall pay the following fees:

(a) concurrently with the issuance of each Standby Letter of Credit, a letter of credit issuance fee to the Issuing Lender for the sole account of the Issuing Lender, in an amount set forth in a letter agreement between Borrower and the Issuing Lender;

(b) concurrently with the issuance of each Standby Letter of Credit, to the Administrative Agent for the ratable account of the Lenders in accordance with their Pro Rata Share, a standby letter of credit fee in an amount equal to the Standby Letter of Credit Fee as of the date of such issuance timesthe face amount of such Standby Letter of Credit, which the Administrative Agent shall promptly pay to the Lenders in accordance with their respective Pro Rata Share; and

(c) concurrently with each issuance, negotiation, drawing or amendment of each Commercial Letter of Credit, to the Issuing Lender for the sole account of the Issuing Lender, issuance, negotiation, drawing and amendment fees in the amounts published from time to time as the Issuing Lender's scheduled fees for such services.

Each of the fees payable with respect to Letters of Credit under this Section is earned when due and is nonrefundable.

3.6 Agency Fee. Borrower shall pay to the Administrative Agent an agency fee in such amounts and at such times as heretofore agreed upon by letter agreement between Borrower and the Administrative Agent. The agency fee is for the services to be performed by the Administrative Agent in acting as Administrative Agent and is fully earned on the date paid. The agency fee paid to the Administrative Agent is solely for its own account and is nonrefundable.

3.7 Increased Commitment Costs. If any Lender shall determine in good faith that the introduction after the Closing Date of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof,

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or compliance by such Lender (or its Eurodollar Lending Office) or any corporation controlling the Lender, with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority not imposed as a result of such Lender's or such corporation's failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy and such Lender's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within ten Business Days after demand of such Lender, Borrower shall pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate such Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand. Each Lender's determination of such amounts shall be conclusive in the absence of manifest error.

3.8 Eurodollar Costs and Related Matters.

(a) In the event that any Governmental Agency imposes on any Lender any reserve or comparable requirement (including any emergency, supplemental or other reserve) with respect to the Eurodollar Obligations of that Lender, Borrower shall pay that Lender within five Business Days after demand all amounts necessary to compensate such Lender (determined as though such Lender's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market) in respect of the imposition of such reserve requirements (provided, that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand). The Lender's determination of such amount shall be conclusive in the absence of manifest error.

(b) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance:

(1) shall subject any Lender or its Eurodollar Lending Office to any tax, duty or other charge or cost with respect to any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Loans or its obligation to make Eurodollar Rate Advances, or shall change the basis of taxation of payments to any Lender attributable to the principal of or interest on any Eurodollar Rate Advance or any other amounts due under this Agreement in respect of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Loans or its obligation to make Eurodollar Rate Advances (provided, that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety days preceding the date of such demand or is attributable to periods prior to the date which is ninety days preceding the date of such demand), excluding (i) taxes imposed on or measured in whole or in part by its overall net income by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 12.21, to the extent such forms are then required by applicable Laws;

(2) without duplication as to Section 3.8(a), shall impose, modify or deem applicable any reserve not applicable or deemed applicable on the date hereof (including any reserve imposed by the Board of Governors of the Federal Reserve System, special deposit, capital or similar

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requirements against assets of, deposits with or for the account of, or credit extended by, any Lender or its Eurodollar Lending Office); or

(3) shall impose on any Lender or its Eurodollar Lending Office or the Designated Eurodollar Market any other condition affecting any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Loans, its obligation to make Eurodollar Rate Advances or this Agreement, or shall otherwise affect any of the same;

and the result of any of the foregoing, as determined in good faith by such Lender, increases the cost to such Lender or its Eurodollar Lending Office of making or maintaining any Eurodollar Rate Advance or in respect of any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Loans or its obligation to make Eurodollar Rate Advances or reduces the amount of any sum received or receivable by such Lender or its Eurodollar Lending Office with respect to any Eurodollar Rate Advance, any of its Notes evidencing Eurodollar Rate Loans or its obligation to make Eurodollar Rate Advances (assuming such Lender's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market), then, within five Business Days after demand by such Lender (with a copy to the Administrative Agent), Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (determined as though such Bank's Eurodollar Lending Office had funded 100% of its Eurodollar Rate Advance in the Designated Eurodollar Market). A statement of any Lender claiming compensation under this subsection shall be conclusive in the absence of manifest error.

(c) If, after the date hereof, the existence or occurrence of any Special Eurodollar Circumstance shall, in the good faith opinion of any Lender, make it unlawful or impossible for such Lender or its Eurodollar Lending Office to make, maintain or fund its portion of any Eurodollar Rate Loan, or materially restrict the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the Designated Eurodollar Market, or to determine or charge interest rates based upon the Eurodollar Rate, and such Lender shall so notify the Administrative Agent, then such Lender's obligation to make Eurodollar Rate Advances shall be suspended for the duration of such illegality or impossibility and the Administrative Agent forthwith shall give notice thereof to the other Lenders and Borrower. Upon receipt of such notice, the outstanding principal amount of such Lender's Eurodollar Rate Advances, together with accrued interest thereon, automatically shall be converted to Base Rate Advances on either (1) the last day of the Eurodollar Period(s) applicable to such Eurodollar Rate Advances if such Lender may lawfully continue to maintain and fund such Eurodollar Rate Advances to such day(s) or (2) immediately if such Lender may not lawfully continue to fund and maintain such Eurodollar Rate Advances to such day(s), provided that in such event the conversion shall not be subject to payment of a prepayment fee under Section 3.8(e). Each Lender agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will cause that Lender to notify the Administrative Agent under this Section, and agrees to designate a different Eurodollar Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. In the event that any Lender is unable, for the reasons set forth above, to make, maintain or fund its portion of any Eurodollar Rate Loan, such Lender shall fund such amount as a Base Rate Advance for the same period of time, and such amount shall be treated in all respects as a Base Rate Advance. Any Lender whose obligation to make Eurodollar Rate Advances has been suspended under this Section shall promptly notify the Administrative Agent and Borrower of the cessation of the Special Eurodollar Circumstance which gave rise to such suspension.

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(d) If, with respect to any proposed Eurodollar Rate Loan:

(1) the Administrative Agent reasonably determines that, by reason of circumstances affecting the Designated Eurodollar Market generally that are beyond the reasonable control of the Lenders, deposits in Dollars (in the applicable amounts) are not being offered to any Lender in the Designated Eurodollar Market for the applicable Eurodollar Period; or

(2) the Requisite Lenders advise the Administrative Agent that the Eurodollar Rate as determined by the Administrative Agent (i) does not represent the effective pricing to such Lenders for deposits in Dollars in the Designated Eurodollar Market in the relevant amount for the applicable Eurodollar Period, or (ii) will not adequately and fairly reflect the cost to such Lenders of making the applicable Eurodollar Rate Advances;

then the Administrative Agent forthwith shall give notice thereof to Borrower and the Lenders, whereupon until the Administrative Agent notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lenders to make any future Eurodollar Rate Advances shall be suspended.

(e) Upon payment or prepayment of any Eurodollar Rate Advance (other than as the result of a conversion required under Section 3.8(c)), on a day other than the last day in the applicable Eurodollar Period (whether voluntarily, involuntarily, by reason of acceleration, or otherwise), or upon the failure of Borrower (for a reason other than the breach by a Lender of its obligation pursuant to Sections 2.1(a) to make an Advance or the suspension of any Lender's obligation to make or maintain Eurodollar Rate Loans under Section 3.8) to borrow on the date or in the amount specified for a Eurodollar Rate Loan in any Request for Loan, Borrower shall pay to the appropriate Lender within ten Business Days after demand a prepayment fee or failure to borrow fee, as the case may be (determined as though 100% of the Eurodollar Rate Advance had been funded in the Designated Eurodollar Market) equal to the sum of:

(1) the principal amount of the Eurodollar Rate Advance prepaid or not borrowed, as the case may be, times the sum of the number of days from and including the date of prepayment or failure to borrow, as applicable, to but excluding the last day in the applicable Eurodollar Period, divided by 360, times the applicable Interest Differential (provided that the product of the foregoing formula must be a positive number); plus

(2) all out-of-pocket expenses incurred by the Lender reasonably attributable to such payment, prepayment or failure to borrow.

Each Lender's determination of the amount of any prepayment fee payable under this Section shall be conclusive in the absence of manifest error.

(f) Each Lender agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will entitle such Lender to compensation pursuant to clause (a) or clause (b) of this Section 3.8, and agrees to designate a different Eurodollar Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Any request for compensation by a Lender under this Section 3.8 shall set forth the basis upon which it has been determined that such an amount is due from Borrower, a calculation of the amount due, and a certification that the corresponding costs have been incurred by the Lender.

3.9 Late Payments. During the existence of an Event of Default, upon written notice to Borrower from the Administrative Agent (with the approval of the Requisite Lenders), and in any event if any principal or interest or any fee or cost or other amount payable under any Loan Document to the Administrative Agent or any Lender is not paid when due, (a) the Loans shall thereafter bear

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interest at a rate per annum equal to the sum of (i) the interest rate specified in Sections 3.1(b) or 3.1(c), whichever is applicable, plus (ii) 2%, and (b) each other Obligation shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the sum of the Base Rate plus the Base Rate Margin plus 2%, in each case, to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including, without limitation, interest on past due interest) shall be payable on demand and shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted by applicable Laws.

3.10 Computation of Interest and Fees. Computation of interest on Base Rate Loans and on Swing Line Loans shall be made on the basis of a year of 365/366 days and actual numbers of days elapsed. Computation of interest on Eurodollar Rate Loans and fees under this Agreement shall be calculated on the basis of a year of 360 days and the actual number of days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made; interest shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid. Any Loan that is repaid on the same day on which it is made shall bear interest for one day. Notwithstanding anything in this Agreement to the contrary, interest in excess of the maximum amount permitted by applicable Laws shall not accrue or be payable hereunder or under the Notes, and any amount paid as interest hereunder or under the Notes which would otherwise be in excess of such maximum permitted amount shall instead be treated as a payment of principal.

3.11 Non-Business Days. If any payment to be made by Borrower or any other Party under any Loan Document shall come due on a day other than a Business Day, payment shall instead be considered due on the next succeeding Business Day and the extension of time shall be reflected in computing interest and fees.

3.12 Manner and Treatment of Payments.

(a) Each payment hereunder (except payments pursuant to Sections 3.7, 3.8, 12.3, 12.11 and 12.22) or on the Notes or under any other Loan Document shall be made to the Administrative Agent at the Administrative Agent's Office for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 11:00 a.m. California time, on the day of payment (which must be a Business Day). All payments received after such time, on any Business Day, shall be deemed received on the next succeeding Business Day. The amount of all payments received by the Administrative Agent for the account of each Lender shall be immediately paid by the Administrative Agent to the applicable Lender in immediately available funds and, if such payment was received by the Administrative Agent by 11:00 a.m., California time, on a Business Day and not so made available to the account of a Lender on that Business Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of funding the amount of such payment at the Federal Funds Rate. All payments shall be made in lawful money of the United States of America.

(b) Each payment or prepayment on account of any Loan shall be applied pro rata according to the outstanding Advances made by each Lender comprising such Loan.

(c) Each Lender shall use its best efforts to keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 11.6(g), such record shall, as against Borrower, be presumptive evidence of the amounts owing. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower's obligation to pay the Obligations.

(d) Each payment of any amount payable by Borrower under this Agreement or any other Loan Document (and Borrower shall assure that each payment made by any other Party under any other Loan Document) shall be made free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or

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comparable authority, excluding (i) taxes imposed on or measured in whole or in part by its overall net income by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which that Lender has failed to provide Borrower with the appropriate form or forms required by Section 12.21, to the extent such forms are then required by applicable Laws whether or not such Lender was legally entitled to provide such form or forms (all such non-excluded taxes, assessments or other charges being hereinafter referred to as "Taxes"). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender's receiving a net after-Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding. If and when receipt of such payment results in an excess payment or credit to that Lender on account of such Taxes, that Lender shall promptly refund such excess to Borrower.

3.13 Funding Sources. Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan or Advance in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or Advance in any particular place or manner.

3.14 Failure to Charge Not Subsequent Waiver. Any decision by the Administrative Agent or any Lender not to require payment of any interest (including interest arising under Section 3.9), fee, cost or other amount payable under any Loan Document, or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of the Administrative Agent's or such Lender's right to require full payment of any interest (including interest arising under Section 3.9), fee, cost or other amount payable under any Loan Document, or to calculate an amount payable by another method that is not inconsistent with this Agreement, on any other or subsequent occasion.

3.15 Administrative Agent's Right to Assume Payments Will be Made by Borrower. Unless the Administrative Agent shall have been notified by Borrower prior to the date on which any payment to be made by Borrower hereunder is due that Borrower does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender's share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Rate.

3.16 Fee Determination Detail. The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, concurrently with demand for such payment.

3.17 Survivability. All of Borrower's obligations under Sections 3.7 and 3.8 shall survive for the ninety day period following the date on which the Commitments are terminated and all Loans hereunder are fully paid, and Borrower shall remain obligated thereunder for all claims under such Sections made by any Lender to Borrower prior to the expiration of such period.

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Article 4

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and to extend credit hereunder, Borrower represents and warrants to the Lenders that:

4.1 Existence and Qualification; Power; Compliance With Laws. Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of Nevada. Each Subsidiary of Borrower hereafter formed by Borrower is a Person duly formed, validly existing and in good standing under the Laws of its state of formation. Borrower and each such Subsidiary of Borrower is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute a Material Adverse Effect. Borrower and each such Subsidiary of Borrower has all requisite power and authority to conduct its business, to own and lease its Properties and to execute and deliver each Loan Document to which it is a Party and to perform its Obligations. The chief executive office of Borrower is located in Nevada. All outstanding membership interests in Borrower are duly authorized, validly issued, and fully paid, and no holder thereof has any enforceable right of rescission under any applicable state or federal securities Laws. Borrower and each such Subsidiary of Borrower is in compliance with all Laws and other legal requirements applicable to its business, has obtained all authorizations, consents, approvals, orders, licenses and permits from, and has accomplished all filings, registrations and qualifications with, or obtained exemptions from any of the foregoing from, any Governmental Agency that are necessary for the transaction of its business, except where the failure so to comply, obtain authorizations, etc., file, register, qualify or obtain exemptions does not constitute a Material Adverse Effect.

4.2 Authority; Compliance With Other Agreements and Instruments and Government Regulations. The execution, delivery and performance by Station, the Members, Borrower and each Subsidiary of Borrower hereafter formed of the Loan Documents to which it is a Party have been duly authorized by all necessary corporate action, and do not and will not:

(a) require any consent or approval not heretofore obtained of any partner, director, stockholder, security holder or creditor of such Party;

(b) violate or conflict with any provision of such Party's articles of incorporation or other organizational documents, including without limitation any operating agreements or bylaws;

(c) result in or require the creation or imposition of any Lien or Right of Others upon or with respect to any Property now owned or leased or hereafter acquired by such Party (other than Liens and Rights of Others created by the Loan Documents);

(d) violate any Requirement of Law applicable to such Party, subject to obtaining the authorizations from, or filings with, the Governmental Agencies described in Schedule 4.3; or

(e) result in a breach of or constitute a default under, or cause or permit the acceleration of any obligation owed under, any Contractual Obligation to which such Party is a party or by which such Party or any of its Property is bound or affected;

and none of Station, the Members, Borrower or any Subsidiary of Borrower is in violation of, or default under, any Requirement of Law or Contractual Obligation, including any Contractual Obligation described in Section 4.2(e), in any respect that constitutes a Material Adverse Effect.

4.3 No Governmental Approvals Required. Except as set forth in Schedule 4.3 or previously obtained or made, no authorization, consent, approval, order, license or permit from, or filing, registration or qualification with, any Governmental Agency is or will be required to authorize or permit under applicable Laws the execution, delivery and performance by each of Station, the Members, Borrower and each Subsidiary of Borrower of the Loan Documents to which it is a Party.

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4.4 Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries. Except as described in Schedule 6.14, Borrower does not own any capital stock, equity interest or debt security which is convertible, or exchangeable, for capital stock or equity interests in any Person. Unless otherwise indicated in Schedule 4.4, all of the outstanding shares of capital stock, or all of the units of equity interest, as the case may be, of each Subsidiary are owned of record and beneficially by Borrower, there are no outstanding options, warrants or other rights to purchase capital stock of any such Subsidiary, and all such shares or equity interests so owned are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with all applicable state and federal securities and other Laws, and are free and clear of all Liens and Rights of Others, except for Permitted Encumbrances and Permitted Rights of Others.

4.5 Financial Statements. Borrower has furnished to the Lenders (a) the audited consolidated financial statements of Station and its Subsidiaries for the fiscal year ended December 31, 2000, (b) the unaudited consolidated financial statements of Station and its Subsidiaries for the fiscal quarter ended June 30, 2001, and (c) the unaudited pro-forma balance sheet of Borrower as of the Closing Date (giving effect to the transactions occurring on that date). The financial statements described in clauses (a) and (b) fairly present in all material respects the financial condition, results of operations and changes in financial position of the Person specified therein, and the pro-forma balance sheets described in clause (c) fairly present the pro forma financial condition of the Borrower as of the Closing Date in conformity with Generally Accepted Accounting Principles.

4.6 No Other Liabilities; No Material Adverse Changes. Borrower does not have any material liability or material contingent liability required under Generally Accepted Accounting Principles to be reflected or disclosed and not reflected or disclosed in the balance sheet described in Section 4.5(c), other than liabilities and contingent liabilities arising in the ordinary course of business since the date of such balance sheet. As of the Closing Date, no circumstance or event has occurred that constitutes a Material Adverse Effect since December 31, 2000. As of any date subsequent to the Closing Date, no circumstance or event has occurred that constitutes a Material Adverse Effect since the Closing Date.

4.7 Title to Property. As of the Closing Date, Borrower has valid title to its Property (other than assets which are the subject of a Capital Lease Obligation) reflected in the balance sheet described in Section 4.5(c), other than items of Property or exceptions to title which are in each case immaterial to Borrower and Property subsequently sold or disposed of in the ordinary course of business, free and clear of all Liens and Rights of Others, other than Liens or Rights of Others described in Schedule 4.7, Permitted Rights of Others or Liens permitted by Section 6.8.

4.8 Intangible Assets. Borrower owns, or possesses (or as of any relevant date will own or possess the same to the extent that it has the present need for such assets) the right to use to the extent necessary in its business, all material trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other Intangible Assets that are used in the conduct of its businesses as now operated (or, as of the Closing Date, as contemplated to be operated), and no such Intangible Asset, to the best knowledge of Borrower, conflicts with the valid trademark, trade name, copyright, patent, patent right or Intangible Asset of any other Person to the extent that such conflict constitutes a Material Adverse Effect. Schedule 4.8 sets forth all trademarks, trade names and trade styles used by Borrower as of the Closing Date.

4.9 Public Utility Holding Company Act. Neither Borrower nor any Subsidiary of Borrower formed following the Closing Date is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended.

4.10 Litigation. Except for (a) any matter fully covered as to subject matter and amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any matter, or series of related matters, involving a claim against Borrower or any of its Subsidiaries of less than $1,000,000,

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(c) matters of an administrative nature not involving a claim or charge against Borrower or any of its Subsidiaries and (d) matters set forth in Schedule 4.10, there are no actions, suits, proceedings or investigations pending as to which Borrower or any of its Subsidiaries have been served or have received notice or, to the best knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them before any Governmental Agency.

4.11 Binding Obligations. Each of the Loan Documents to which Borrower or any Subsidiary of Borrower is a Party will, when executed and delivered by such Party, constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion.

4.12 No Default. No event has occurred and is continuing that is a Default or Event of Default. As of the Closing Date, Borrower is not in default under the Construction Contract in any material respect and, to the best knowledge of Borrower, the other counterparties to the Construction Contract are not in default thereunder in any material respect.

4.13 ERISA.

(a) With respect to each Pension Plan:

(i) such Pension Plan complies in all material respects with ERISA and any other applicable Laws to the extent that noncompliance could reasonably be expected to have a Material Adverse Effect;

(ii) such Pension Plan has not incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA) that could reasonably be expected to have a Material Adverse Effect;

(iii) no "reportable event" (as defined in Section 4043 of ERISA) has occurred that could reasonably be expected to have a Material Adverse Effect; and

(iv) neither Borrower nor any of its ERISA Affiliates has engaged in any non-exempt "prohibited transaction" (as defined in Section 4975 of the Code) that could reasonably be expected to have a Material Adverse Effect.

(b) Neither Borrower nor any of its ERISA Affiliates has incurred or expects to incur any withdrawal liability to any Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect.

4.14 Regulation U; Investment Company Act. No part of the proceeds of any Loan hereunder will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any Margin Stock in violation of Regulation U. Neither Borrower nor any of its Subsidiaries is or is required to be registered as an "investment company" under the Investment Company Act of 1940.

4.15 Disclosure. No written statement made by a Senior Officer to the Administrative Agent or any Lender in connection with this Agreement, or in connection with any Loan, as of the date thereof contained any untrue statement of a material fact or omitted a material fact necessary to make the statement made not misleading in light of all the circumstances existing at the date the statement was made.

4.16 Tax Liability. Borrower and its Subsidiaries have filed all tax returns which are required to be filed, and have paid, or made provision for the payment of, all taxes with respect to the periods, Property or transactions covered by said returns, or pursuant to any assessment received by Borrower or any of its Subsidiaries, except (a) such taxes, if any, as are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established and maintained and (b) immaterial taxes so long as no material Property of Borrower or any of its Subsidiaries is at impending risk of being seized, levied upon or forfeited.

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4.17 Projections. As of the Closing Date, Borrower believes that the assumptions set forth in the Projections are reasonable and consistent with each other and with all facts known to Borrower, and that the Projections are reasonably based on such assumptions. Nothing in this Section 4.17 shall be construed as a representation or covenant that the Projections in fact will be achieved.

4.18 Hazardous Materials. Except as described in Schedule 4.18, as of the Closing Date (a) neither Borrower nor any of its Subsidiaries at any time has disposed of, discharged, released or threatened the release of any Hazardous Materials on, from or under the Real Property in violation of any Hazardous Materials Law that would individually or in the aggregate constitute a Material Adverse Effect, (b) to the best knowledge of Borrower, no condition exists that violates any Hazardous Material Law affecting any Real Property except for such violations that would not individually or in the aggregate constitute a Material Adverse Effect, (c) no Real Property or any portion thereof is or has been utilized by Borrower as a site for the manufacture of any Hazardous Materials and (d) to the extent that any Hazardous Materials are used, generated or stored by Borrower on any Real Property, or transported to or from such Real Property by Borrower, such use, generation, storage and transportation are in compliance with all Hazardous Materials Laws except for such non-compliance that would not constitute a Material Adverse Effect or be materially adverse to the interests of the Lenders.

4.19 Gaming Laws. Borrower is in compliance with all applicable Gaming Laws except for such non-compliance that would not constitute a Material Adverse Effect.

4.20 Security Interests. Upon the execution and delivery of the Security Agreement, the Security Agreement will create a valid first priority security interest in the Collateral described therein securing the Obligations (subject only to Permitted Encumbrances, Permitted Rights of Others and matters disclosed in Schedule 4.7 or permitted in Section 6.8 and to such qualifications and exceptions as are contained in the Uniform Commercial Code with respect to the priority of security interests perfected by means other than the filing of a financing statement or with respect to the creation of security interests in Property to which Article 9 of the Uniform Commercial Code does not apply) and all action necessary to perfect the security interest so created, other than filing of the UCC-1 financing statements delivered to the Administrative Agent pursuant to Section 9.1 with the appropriate Governmental Agency, have been taken and completed. Upon the execution and delivery of the Member Pledge Agreements, the Member Pledge Agreements will create a valid first priority security interest in the Member Pledged Collateral and upon delivery of the Member Pledged Collateral to the Administrative Agent (or its designee) all action necessary to perfect the security interest so created has been taken and completed (except that approval of the Gaming Boards will be required, upon the licensing of Borrower, for the pledge of the Member Pledged Collateral to remain in effect). Upon the execution and delivery of the Greenspun Pledge Agreement, the Greenspun Pledge Agreement will create a valid first priority security interest in the Collateral described therein and upon delivery of the stock certificates evidencing such Collateral to the Administrative Agent (or its designee), all action necessary to perfect the security interest so created has been taken and completed. Upon the execution and delivery of the Deed of Trust, the Deed of Trust will create a valid Lien in the Collateral described therein securing the Obligations, other than those arising under Sections 4.18, 5.11 and 12.22 (subject only to Permitted Encumbrances, Permitted Rights of Others and matters described in Schedule 4.7 or permitted in Section 6.8), and all action necessary to perfect the Lien so created, other than recordation or filing thereof with the appropriate Governmental Agencies, will have been taken and completed.

4.21 Status of the Project. The "Infrastructure Improvements" described in the Operating Agreement constitute all of the aspects of the "Major Infrastructure" described in the CC&R's that are reasonably necessary for the development, construction and operation of the Project. As of the Completion Date, all of the Infrastructure Improvements described above shall be completed other than the Post Completion Improvements, and the aggregate budgeted cost of the Post Completion Improvements (to the extent that such Post Completion Improvements are contemplated by the

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Construction Plans and are set forth as expected costs of the Project in the Budget) is not in excess of $1,000,000.

Article 5

AFFIRMATIVE COVENANTS
OTHER THAN INFORMATION ANDREPORTING REQUIREMENTS

So long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of either of the Commitments remains in force, Borrower shall, and shall cause each of its Subsidiaries to, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents:

5.1 Payment of Taxes and Other Potential Liens. Pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon any of them, upon their respective Property or any part thereof and upon their respective income or profits or any part thereof, except that Borrower shall not be required to pay or cause to be paid (a) any tax, assessment, charge or levy that is not yet past due, or is being contested in good faith by appropriate proceedings so long as the relevant entity has established and maintains adequate reserves for the payment of the same or (b) any immaterial tax so long as no material Property of Borrower or any of its Subsidiaries is at material risk of impending seizure, levy or forfeiture.

5.2 Preservation of Existence. Preserve and maintain their respective existences in the jurisdiction of their formation and all material authorizations, rights, franchises, privileges, consents, approvals, orders, licenses, permits, or registrations from any Governmental Agency that are necessary for the transaction of their respective business and qualify and remain qualified to transact business in each jurisdiction in which such qualification is necessary in view of their respective business or the ownership or leasing of their respective Properties except where the failure to so qualify or remain qualified would not constitute a Material Adverse Effect.

5.3 Maintenance of Properties. Maintain, preserve and protect all of their respective Properties in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of their respective Properties, except that the failure to maintain, preserve and protect a particular item of Property that is not of significant value, either intrinsically or to the operations of Borrower and its Subsidiaries, taken as a whole, shall not constitute a violation of this covenant.

5.4 Maintenance of Insurance. Maintain liability, casualty, workers' compensation and other insurance (subject to customary deductibles and retentions) with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrower and its Subsidiaries operate and, in any event, such insurance as may be required under the Deed of Trust.

5.5 Compliance With Laws. Comply, within the time period, if any, given for such compliance by the relevant Governmental Agency or Agencies with enforcement authority, with all Requirements of Law noncompliance with which constitutes a Material Adverse Effect, except that Borrower and its Subsidiaries need not comply with a Requirement of Law then being contested by any of them in good faith by appropriate proceedings.

5.6 Inspection Rights. Upon reasonable notice, at any time during regular business hours and as often as reasonably requested (but not so as to materially interfere with the business of Borrower or any of its Subsidiaries), but subject to the applicable provisions of Gaming Laws, permit the Administrative Agent or any Lender, or any authorized employee, agent or representative thereof, to examine, audit and make copies and abstracts from the records and books of account of, and to visit and inspect the Properties of, Borrower and its Subsidiaries and to discuss the affairs, finances and accounts of Borrower and its Subsidiaries with any of their officers, key employees or accountants.

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5.7 Keeping of Records and Books of Account. Keep adequate records and books of account reflecting all financial transactions in conformity with Generally Accepted Accounting Principles, consistently applied, and in material conformity with all applicable requirements of any Governmental Agency having regulatory jurisdiction over Borrower or any of its Subsidiaries.

5.8 Compliance With Agreements. Promptly and fully comply with all Contractual Obligations under all material agreements, indentures, leases and/or instruments to which any one or more of them is a party, whether such material agreements, indentures, leases or instruments are with a Lender or another Person, except for any such Contractual Obligations (a) the performance of which would cause a Default or (b) then being contested by any of them in good faith by appropriate proceedings or if the failure to comply with such agreements, indentures, leases or instruments does not constitute a Material Adverse Effect.

5.9 Use of Proceeds. Use the proceeds of the Loans (i) to finance the construction and development of the Project in accordance with the Construction Plans and the Construction Budget, (ii) for working capital and general corporate purposes, including the making of Member Tax Distributions permitted under Section 6.5, and (iii) on the Closing Date, to retire or repay the Pre-Closing Construction Advances.

5.10 New Subsidiaries. Cause any Person which hereafter becomes a Subsidiary of Borrower to execute and deliver to the Administrative Agent a Subsidiary Guaranty in a form reasonably acceptable to the Administrative Agent, a security agreement granting a first Lien on substantially all of its assets (subject only to Permitted Encumbrances) and other Collateral Documents granting Liens on all of its other Properties, and (subject to compliance with applicable Gaming Laws) deliver the certificates evidencing all equity interests in such Subsidiary to the Administrative Agent in pledge pursuant to a pledge agreement substantially in the form of the Member Pledge Agreement, and to take such actions as are required by the Administrative Agent to perfect the Liens of the Administrative Agent pursuant thereto.

5.11 Hazardous Materials Laws. Keep and maintain all Real Property and each portion thereof in compliance with all applicable Hazardous Materials Laws (except for such non-compliance that would not constitute a Material Adverse Effect or be materially adverse to the interests of the Lenders) and promptly notify the Administrative Agent in writing (attaching a copy of any pertinent written material) of (a) any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened in writing by a Governmental Agency pursuant to any applicable Hazardous Materials Laws, (b) any and all material claims made or threatened in writing by any Person against Borrower relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials and (c) discovery by any Senior Officer of any material occurrence or condition on any real Property adjoining or in the vicinity of such Real Property that could reasonably be expected to cause such Real Property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such Real Property under any applicable Hazardous Materials Laws.

5.12 Gaming Licenses. File applications with all relevant Gaming Boards for all licenses, permits and approvals under applicable Gaming Laws necessary to operate the Project at such date as Borrower deems appropriate in the exercise of prudent business judgment to permit the Completion Date to occur as scheduled, and diligently pursue such applications thereafter.

5.13 Land Use Revision Documents. Diligently pursue by appropriate proceedings the approval, execution, delivery and, where required for their effectiveness (vis a vis all Persons, including without limitation transferees of the real property described therein) recordation, of the Land Use Revision Documents. It is acknowledged that the Land Use Revision Documents have been submitted to the City of Henderson, Nevada ("City"), but have not yet been approved by the City, and that the City may require revisions thereto. The parties agree that the Borrower shall be entitled to modify the Land Use Revision Documents in consultation with the Administrative Agent and with the prior written

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approval of the Administrative Agent, not to be unreasonably withheld or delayed. Upon the approval of the Land Use Revision Documents by the City (with any changes made as aforesaid), the parties acknowledge and agree that the declarant under the CC&R's shall be entitled to record a supplement to the CC&R's confirming that the approved Resolution is substituted for all purposes for the existing Land Use Permit attached thereto as Exhibit "B."

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Article 6

NEGATIVE COVENANTS

So long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of either of the Commitments remains in force, Borrower shall not, and shall not permit any of its Subsidiaries to, unless the Administrative Agent (with the written approval of the Requisite Lenders or, if required by Section 12.2, of all of the Lenders) otherwise consents:

6.1 Payment of Subordinated Obligations. Pay any (a) principal (including sinking fund payments) or any other amount (other than scheduled interest payments) with respect to any Subordinated Obligation, or purchase or redeem (or offer to purchase or redeem) any Subordinated Obligation, or deposit any monies, securities or other Property with any trustee or other Person to provide assurance that the principal or any portion thereof of any Subordinated Obligation will be paid when due or otherwise to provide for the defeasance of any Subordinated Obligation except for Management Fees paid in accordance with Section 6.19, and (b) interest on any Subordinated Obligation except interest either (i) consisting of additional units of such Subordinated Obligation paid in kind with respect thereto, or (ii) paid following the release of the Make Well Agreement in accordance with its terms and when no Default or Event of Default exists or would result therefrom and, after giving pro forma effect thereto as of the last day of the then most recently ended Fiscal Quarter, does not result in Borrower being in pro forma default of the Fixed Charge Coverage Ratio covenant set forth in Section 6.11.

6.2 Disposition of Property. Make any Disposition of its Property, whether now owned or hereafter acquired, except Dispositions of Property having an aggregate book value or fair market value (whichever is greater) in any Fiscal Year not exceeding $1,000,000. Any Property which is the subject of a Disposition permitted by this Section shall be released from the Lien of the Collateral Documents upon request of Borrower.

6.3 Mergers. Merge or consolidate with or into any Person, except mergers and consolidations of a Subsidiary of Borrower into Borrower or into another Subsidiary of Borrower.

6.4 Hostile Acquisitions. Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent or more in any corporation or other business entity if such acquisition is opposed by the board of directors or management of such corporation or business entity.

6.5 Distributions. Make any Distribution, whether from capital, income or otherwise, and whether in Cash or other Property, except:

(a) Distributions by a Subsidiary of Borrower to Borrower;

(b) During each Fiscal Year, quarterly Distributions made to the Members in an amount equal to the federal and state income tax liability of the Members for such Fiscal Year arising from the tax attributes of Borrower and its Subsidiaries (determined as if each Member was subject to the maximum corporate tax rate applicable to corporations doing business in Nevada), and assuming that the Members have no offsetting taxable income, losses or other tax attributes for the Fiscal Year (the "Tax Amount"), provided that in determining the Tax Amount for any Fiscal Year, any cumulative net loss of Borrower for tax purposes (which loss has not been previously used to offset taxable income in accordance with this sentence) shall be deducted from the gross taxable income of Borrower in determining the Tax Amount;

(c) following the release of the Make-Well Agreement in accordance with its terms, other Distributions made when no Default or Event of Default exists or would result therefrom, provided that after giving pro forma effect to the making of the Distribution as of the last day of the then most recent Fiscal Quarter for which a Compliance Certificate is required to have been delivered pursuant to Section 7.2, Borrower is in pro forma compliance with the Fixed Charge Coverage Ratio covenant set forth in Section 6.11; and

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(d) the repayment on the Closing Date of the Pre-Closing Construction Advances.

On or about the fifth day prior to each date on which estimated federal and state income tax payments are required to be paid by the Members by applicable laws, Borrower may make the Distributions permitted by clause (b) of this Section, which together with prior Distributions for the Fiscal Year on account of the Tax Amount shall not exceed a reasonable estimate of the Tax Amount, but not to exceed fifty percent of Borrower's aggregate taxable income for such Fiscal Year. If, at the end of Fiscal Year, the aggregate estimated quarterly Distributions exceed the actual Tax Amount for such Fiscal Year, future quarterly tax Distributions shall cease with respect to the affected Member until the excess amount has been repaid in cash to Borrower by the affected Member or until it is equal to the amount of any later distributions to which that Member would otherwise be entitled under this Section. Borrower agrees that it will promptly enforce any provision in its governing instruments requiring such recontribution. Borrower further agrees to provide the Administrative Agent upon request, a certificate of Borrower's independent certified public accountants or such other documentation required by the Administrative Agent to substantiate the appropriateness of any amount paid or to be paid to the Members pursuant to this Section 6.5.

6.6 ERISA. At any time, (a) permit any Pension Plan to (i) engage in any non-exempt "prohibited transaction" (as defined in Section 4975 of the Code), (ii) fail to comply with ERISA or any other applicable Laws, (iii) incur any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), or (iv) terminate in any manner, which, with respect to each event listed above, could reasonably be expected to result in a Material Adverse Effect, or (b) withdraw, completely or partially, from any Multiemployer Plan if to do so could reasonably be expected to result in a Material Adverse Effect.

6.7 Change in Nature of Business. Make any material change in the nature of the business of Borrower and its Subsidiaries, taken as a whole.

6.8 Liens and Negative Pledges. Create, incur, assume or suffer to exist any Lien or Negative Pledge of any nature upon or with respect to any of their respective Properties, or engage in any sale and leaseback transaction with respect to any of their respective Properties, whether now owned or hereafter acquired, except:

(a) Permitted Encumbrances;

(b) Liens and Negative Pledges under the Loan Documents;

(c) Liens and Negative Pledges existing on the Closing Date and disclosed in Schedule 4.7 and any renewals/extensions or amendments thereof; provided that the obligations secured or benefitted thereby are not increased;

(d) Liens and Negative Pledges arising under any Permitted Financing on Property having a value not in excess of $35,000,000, provided that the creditors under such Permitted Financing have entered into an intercreditor agreement which is acceptable to the Administrative Agent and the Requisite Lenders providing, inter alia, for notices of default and a remedies standstill in favor of the Administrative Agent for a period acceptable to the Administrative Agent during which current debt service with respect to such Permitted Financing is provided for by the Lenders;

(e) Liens on Property acquired by Borrower that were in existence at the time of the acquisition of such Property and were not created in contemplation of such acquisition and Negative Pledges limited to such Property;

(f) Liens securing Indebtedness permitted by Section 6.9(f) on and limited to the capital assets acquired, constructed or financed with the proceeds of such Indebtedness or with the proceeds of any Indebtedness directly or indirectly refinanced by such Indebtedness and related Negative Pledges limited to such capital assets;

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(g) Liens consisting of, or on assets owned by other Persons which are leased to any Borrower under, an operating lease excluded from the definition of Indebtedness and Negative Pledges limited to such assets;

(h) Liens and Negative Pledges on the Project Property securing Borrower's $2,400,000 portion of the obligations with respect to the $60,000,000 "local improvement district No. T-4" bond which encumbers Green Valley Ranch generally which are not delinquent and which are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no material Property is subject to a material impending risk of loss or forfeiture; and

(i) Liens securing Indebtedness permitted under Section 6.9(g) that are pari-passu with the Liens created by the Collateral Documents.

6.9 Indebtedness and Guaranty Obligations. Create, incur or assume any Indebtedness or Guaranty Obligation except:

(a) Indebtedness and Guaranty Obligations existing on the Closing Date and disclosed in Schedule 6.9, and refinancings, renewals, extensions or amendments that do not increase the amount thereof;

(b) Indebtedness and Guaranty Obligations under the Loan Documents;

(c) Indebtedness owed to Borrower by a Subsidiary of Borrower, Indebtedness owed to a Wholly-Owned Subsidiary of Borrower by Borrower and Guaranty Obligations with respect thereto;

(d) Indebtedness of Borrower consisting of one or more Swap Agreements; provided, that the aggregate notional amount of Indebtedness covered by all Secured Swap Agreements shall not exceed $165,000,000;

(e) Indebtedness under or in respect of any Permitted Financing;

(f) Indebtedness consisting of Capital Lease Obligations or other Indebtedness otherwise incurred to finance the purchase or construction of capital assets (which shall be deemed to exist if the Indebtedness is incurred at or within 180 days before or after the purchase or construction of the capital asset, or to refinance any such Indebtedness); provided that (i) the aggregate principal amount of such Indebtedness outstanding at any time does not exceed $10,000,000; (ii) upon the incurrence of any such Indebtedness, any Lien created by the Collateral Documents on such capital assets shall be terminated and the Administrative Agent shall execute and deliver such releases of such Lien on such capital assets as Borrower may request; and (iii) Indebtedness incurred under this Agreement shall not be deemed for purposes of this clause (f) to have been incurred to finance the purchase or construction of capital assets or to have refinanced any such Indebtedness;

(g) other Indebtedness incurred following the Completion Date in the ordinary course of business in an aggregate principal amount not in excess of $5,000,000, with payment, pricing and other terms no more favorable to Borrower than those applicable to the Loans, provided that the holders of such Indebtedness have entered into an intercreditor agreement of the type described in Section 6.8(d);

(h) Subordinated Obligations incurred when no Default or Event of Default exists or would result therefrom; and

(i) Guaranty Obligations in support of the obligations of a Subsidiary of Borrower that are not prohibited by the proviso to this Section;

provided that, notwithstanding the foregoing, Borrower shall not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness or Guaranty Obligation, except (a) the Subsidiary Guaranty or (b) Indebtedness owed to Borrower or another Subsidiary of Borrower.

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6.10 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Borrower other than (a) salary, bonus, employee stock option and other compensation arrangements and related costs, payroll taxes and other employee benefits with directors, officers or managers in the ordinary course of business, (b) transactions that are fully disclosed to the executive committee of Borrower and expressly authorized by a resolution of the executive committee of Borrower which is approved by a majority of the directors not having an interest in the transaction, (c) transactions with Members or their Affiliates consisting of reimbursements of amounts expended by such Member or its Affiliates for the benefit of Borrower or its Subsidiaries that are expressly permitted by the Operating Agreement and that are in the ordinary course of business, including without limitation the construction by Borrower of the "North Road" and certain other roadway improvements enhancing access to the Project in exchange for the agreement of an Affiliate of American Nevada Corporation to reimburse the Borrower for an approximately $1,700,000 portion of the costs thereof, (d) transactions expressly permitted by this Agreement, (e) transactions between or among Borrower and its Wholly-Owned Subsidiaries, (f) repayment on the Closing Date of the Pre-Closing Construction Advances, and (g) transactions on overall terms at least as favorable to Borrower or its Subsidiaries as would be the case in an arm's-length transaction between unrelated parties of equal bargaining power.

6.11 Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio, as of the last day of any Fiscal Quarter ending three full months or more after the Completion Date to be less than (a) so long as the Make-Well Agreement has not been terminated pursuant to Section 20 thereof, 1.10 to 1.00 and (b) if the Make-Well Agreement has theretofore been terminated pursuant to Section 20 thereof, 1.25 to 1.00.

6.12 Leverage Ratio. Permit the Leverage Ratio, as of the last day of any Fiscal Quarter ending three full months or more after the Completion Date, to be greater than the ratio set forth below opposite such Fiscal Quarter:

Fiscal Quarter		Ratio
Each Fiscal Quarter ending after the Completion Date through and including the Fiscal Quarter ending September 30, 2002		4.25 to 1.00
Fiscal Quarters ending December 31, 2002 and March 31, 2003		4.00 to 1.00
Fiscal Quarter ending June 30, 2003		3.75 to 1.00
Fiscal Quarter ending September 30, 2003		3.50 to 1.00
Fiscal Quarters ending December 31, 2003 and March 31, 2004		3.25 to 1.00
Fiscal Quarter ending June 30, 2004		3.00 to 1.00
Fiscal Quarter ending September 30, 2004		2.75 to 1.00
Fiscal Quarter ending December 31, 2004 and each Fiscal Quarter ending thereafter		2.50 to 1.00

6.13 Capital Expenditures. Make, or become legally obligated to make, any Capital Expenditure other than:

(a) the Capital Expenditures contemplated by the Construction Budget;

(b) Maintenance Capital Expenditures made following the Completion Date in an aggregate amount not to exceed $10,000,000 during any Fiscal Year; provided, however, the maximum aggregate permitted Maintenance Capital Expenditures for each Fiscal Year shall be increased by an amount, not to exceed $5,000,000, equal to the difference between the maximum aggregate permitted Maintenance Capital Expenditures for the immediately preceding Fiscal Year and the actual aggregate Maintenance Capital Expenditures for such preceding Fiscal Year.

6.14 Investments. Make or suffer to exist any Investment, other than:

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(a) Investments in existence on the Closing Date and disclosed on Schedule 6.14;

(b) Investments consisting of Cash and Cash Equivalents;

(c) Investments consisting of advances to officers, directors and employees of Borrower and its Subsidiaries for travel, entertainment, relocation and analogous ordinary business purposes;

(d) Investments consisting of or evidencing the extension of credit to customers or suppliers of Borrower in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof;

(e) Investments received in connection with the settlement of a bona fide dispute with another Person;

(f) Investments required by any Gaming Board;

(g) Investments in Wholly-Owned Subsidiaries that do not exceed in the aggregate $5,000,000 outstanding at any time;

(h) Investments consisting of Guaranty Obligations permitted by Section 6.9; and

(i) Investments in the ordinary course of business in joint ventures whose sole business is the conduct of restaurant operations at the Project.

6.15 Acquisitions. Make any Acquisition.

6.16 Operating Leases (Lessee). Except for any Permitted Financings, enter, assume or otherwise incur any obligation as lessee or sublessee under any operating lease if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent and other monetary amounts under all operating leases to exceed $5,000,000 in any Fiscal Year.

6.17 Operating Leases (Lessor). Enter into, as lessor, any operating lease of Real Property which covers premises of 25,000 square feet or more, is for a term of five years or more or is for a purpose not directly related to the operation of the Project, in each case without the prior written approval of the Requisite Lenders (which will not be unreasonably withheld).

6.18 Management Fees. Pay Management Fees other than Management Fees which have accrued and are due and payable pursuant to the terms of the Operating Agreement (including Management Fees the payment of which was deferred from prior periods), provided that (a) at the time of payment of such Management Fees no Default or Event of Default exists or would result from such payment, and (b) giving effect to the making of such payments as of the last day of then most recently ended Fiscal Quarter for which a Compliance Certificate is required to have been delivered in accordance with Article 8, Borrower is in pro forma compliance with each of the covenants set forth in Sections 6.11 and 6.12.

6.19 Amendments to Constituent Documents. Permit the Members to amend or modify the Operating Agreement or the Articles of Organization of Borrower in a manner that would affect (a) the amount, timing of payment or calculation of Management Fees payable by Borrower, or (b) any other provision that may adversely affect the interests of the Lenders under the Loan Documents.

6.20 Prepayments. Prepay any Indebtedness, or, subject to the last sentence of this Section, prepay rent under any operating lease, prior to the date when the same is due and payable, except (a) prepayments of the Indebtedness under this Agreement as and when permitted hereby, and (b) other prepayments with respect to Indebtedness in an aggregate amount not to exceed $5,000,000. For purposes of this Section, the exercise by Borrower of a purchase option contained in an operating lease shall not constitute a prepayment of rent; provided, however, that the exercise of any such option shall be subject to the limitations on Capital Expenditures set forth in this Agreement.

6.21 Synthetic Leases. Enter into or assume any Synthetic Lease other than any Permitted Financing.

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Article 7

CONSTRUCTION PERIOD COVENANTS

During the Construction Period, Borrower shall, unless the Administrative Agent otherwise consents (in the case of the covenants set forth in Section 7.1 through 7.3 below, with the prior written consent of the Requisite Lenders, and in the case of each other covenant set forth in this Article 7, following five Business Days notice to each Lender of any proposed non-compliance without objection by the Requisite Lenders):

7.1 Construction of Project. Proceed diligently and without interruption (except as may be caused by events outside the control of Borrower) to construct and furnish the Project in accordance in all material respects with the Construction Plans, the Construction Budget and the Construction Timetable, and in any event cause the Completion Date to occur not later than February 1, 2002.

7.2 Amendments to Plans and Budgets. Not make any change to the Construction Plans or Construction Budget which (a) would increase the Construction Budget to more than $300,000,000 unless the excess amount is funded in its entirety by Cash Equity Contributions made subsequent to the Closing Date or (b) would increase the Construction Budget in any event to more than $320,000,000.

7.3 Timetable. Not make any change to the Construction Plans, the Construction Budget or the Construction Timetable which would cause the Completion Date to occur (or be scheduled to occur) after February 1, 2002.

7.4 Construction Requirements. Construct the Project in a good and workmanlike manner in accordance with sound building practices and the Construction Plans, and comply in all material respects with all existing Laws and requirements of all Governmental Agencies having jurisdiction over the Project and with all future Laws and requirements that become applicable to the Project prior to the Completion Date.

7.5 Construction Services Group. Engage CSG, at the expense of Borrower, to monitor the construction of the Project and provide CSG with such information and access to the Project and individuals employed by Borrower, the Architect and the Contractor as it may reasonably request for that purpose, and pay on a monthly basis the fees and expenses of CSG in accordance with their engagement.

7.6 Notice of Changes. Promptly provide the Administrative Agent and CSG with copies of all changes to the Construction Plans, Construction Budget, Construction Timetable, Construction Contracts and Architect Contracts. Nothing in this Section shall detract from the covenants contained in Section 7.2.

7.7 Construction Progress Reports. Assist and cooperate with CSG in all respects reasonably requested by CSG in order to permit CSG to provide such periodic construction progress reports to the Administrative Agent and the Lenders as may be reasonably requested by the Administrative Agent.

7.8 Construction Information. Promptly provide to the Administrative Agent and CSG such information and documents respecting the Project as either may reasonably request from time to time, including detailed identification of each significant subcontractor or supplier to the Project and the nature and dollar amount of the related subcontract or supply contract.

7.9 Construction, Permits, Licenses and Approvals. Properly obtain, comply with and keep in effect all permits, licenses and approvals which are customarily required to be obtained from Governmental Agencies in order to construct and occupy the Project as of the then current stage of construction, and deliver copies of all such permits, licenses and approvals to the Administrative Agent promptly following a request therefor.

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7.10 Purchase of Materials. Not purchase or contract for any materials, equipment, furnishings, fixtures or articles of personal property to be placed or installed on the Project Property under any security agreement or other agreement where the seller reserves or purports to reserve title or the right of removal or repossession (except for such reservations as may arise solely by operation of Law), or the right to consider such materials personal property after their incorporation in the work of construction unless the Administrative Agent in each instance has authorized Borrower to do so in writing.

7.11 Purchase of Offsite Materials. Promptly notify the Administrative Agent if it purchases (and pays all or a portion of the purchase price therefor) any construction materials for the Project that are not located on the Project Property, or will not be delivered to the Project Property within fifteen days after purchase (describing such construction materials, the purchase price therefor and the location thereof) and, if requested by the Administrative Agent, provide to the Administrative Agent the written acknowledgment of the Person having custody of such construction materials of the existence of the Lenders' Lien on such construction materials and the right of the Administrative Agent to have access to and to remove such construction materials at reasonable times.

7.12 Site Visits. Permit the Administrative Agent, or any Lender, at any reasonable time to enter and visit the Project Property for the purposes of performing an appraisal, observing the work of construction and examining all materials, plans, specifications, working drawings and other matters relating to the construction of the Project.

7.13 Protection Against Lien Claims. Promptly pay when due (subject to applicable retentions) or otherwise discharge all claims and Liens for labor done and materials and services furnished in connection with the construction of the Project, except for claims contested in good faith by appropriate proceedings and without prejudice to the Construction Timetable, provided that any such claims are covered by such payment bonds or title insurance policy endorsements as may be requested by the Administrative Agent.

7.14 Completion Certificates. Upon completion of the Project, provide the Administrative Agent with a written certificate executed by the Architect and Contractor certifying that the Project has been completed in all material respects in accordance with the Construction Plans and complies in all material respects with all applicable zoning, building and land use Laws and that the Project is ready to be opened for business and upon the occurrence of the Completion Date provide the Administrative Agent with a Certificate executed by a Senior Officer to that effect.

7.15 Completion Survey. As soon as practicable after completion of the Project, provide the Administrative Agent with an ALTA survey of the Project Property that (a) sets forth all easements and licenses burdening the Project Property which are of record or visible from an inspection thereof, (b) reflects no encroachments onto the Project Property and no encroachments by the Project onto adjoining real property, and (c) certifies the legal description of the Project Property to be the same as that set forth in the title insurance policies referred to in Section 9.1(a)(16).

Article 8

INFORMATION AND REPORTING REQUIREMENTS

8.1 Financial and Business Information. So long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of either the Commitments remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise

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consents, at Borrower's sole expense, deliver to the Administrative Agent for distribution by it to the Lenders, a sufficient number of copies for all of the Lenders of the following:

(a) As soon as practicable, and in any event by the 20th day of the next following month, all information requested by CSG for the preparation of its construction progress report as of the last day of the preceding calendar month during the Construction Period in a form reasonably acceptable to the Administrative Agent, which report shall compare the status of construction and amounts expended to the Construction Timetable and the Construction Budget;

(b) As soon as practicable, and in any event by the 30th day of the next following month, financial statements of Borrower for the preceding calendar month (commencing with the first full calendar month after the Completion Date) in a form reasonably acceptable to the Administrative Agent, together with a written narrative statement discussing any significant trends reflected therein signed by a Senior Officer;

(c) As soon as practicable, and in any event within 45 days after the end of each Fiscal Quarter (other than the fourth Fiscal Quarter in any Fiscal Year), (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the consolidated statement of operations for such Fiscal Quarter, and its statement of cash flows for the portion of the Fiscal Year ended with such Fiscal Quarter and (ii) if applicable and if requested by the Administrative Agent, the consolidating balance sheets and statements of operations as at and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by a Senior Officer as fairly presenting the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;

(d) As soon as practicable, and in any event within 45 days after the end of each Fiscal Quarter, a Pricing Certificate setting forth a preliminary calculation of the Pricing Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Pricing Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof;

(e) As soon as practicable, and in any event within 120 days after the end of each Fiscal Year, (i) the consolidated balance sheet of Borrower and its Subsidiaries as at the end of such Fiscal Year and the consolidated statements of operations, members' equity and cash flows, in each case of Borrower and its Subsidiaries for such Fiscal Year and (ii) if applicable and if requested by the Administrative Agent, consolidating balance sheets and statements of operations, in each case as at the end of and for the Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by a report of independent public accountants of recognized standing selected by Borrower and reasonably satisfactory to the Requisite Lenders, which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Lenders. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature

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and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.11 and 6.12, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by Borrower in the manner prescribed by this Agreement;

(f) As soon as practicable, and in any event within 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four succeeding Fiscal Years, including for the first such Fiscal Year, projected consolidated and consolidating balance sheets, statements of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated and consolidating condensed balance sheets and statements of operations and cash flows, of Borrower and its Subsidiaries, all in reasonable detail;

(g) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the executive committee (or the audit committee of the executive committee) of Borrower by independent accountants in connection with the accounts or books of Borrower or any of its Subsidiaries, or any audit of any of them;

(h) Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Station, and copies of all annual, regular, periodic and special reports and registration statements which Station may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to other provisions of this Section 10.1;

(i) Promptly after request by the Administrative Agent or any Lender, copies of the Nevada "Regulation 6.090 Report" and "6-A Report", and copies of any written communication to Borrower from any Gaming Board advising it of a violation of or non-compliance with any Gaming Law by Borrower or any of its Subsidiaries;

(j) Promptly after request by the Administrative Agent or any Lender, copies of any other report or other document that was filed by Borrower with any Governmental Agency;

(k) Promptly upon a Senior Officer becoming aware, and in any event within ten Business Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;

(l) As soon as practicable, and in any event within two Business Days after a Senior Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto;

(m) Promptly upon a Senior Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower that is $2,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement

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involving Indebtedness of $2,000,000 or more or any lessor under a lease involving aggregate rent of $2,000,000 or more has asserted a default thereunder on the part of Borrower, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower under a contract that is not a credit agreement or material lease in excess of $2,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike such Borrower on a date certain and such strike would involve more than 100 employees of Borrower or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower, a written notice describing the pertinent facts relating thereto and what action Borrower is taking or proposes to take with respect thereto;

(n) At such times when the Greenspun Pledge Agreement is in effect, not later than the tenth day of each calendar month, a certificate setting forth the Marked to Market Value (as defined in the Greenspun Pledge) of the pledged collateral thereunder as of the last market day of the immediately preceding calendar month; and

(o) Such other data and information as from time to time may be reasonably requested by the Administrative Agent, any Lender (through the Administrative Agent) or the Requisite Lenders.

8.2 Compliance Certificates. So long as any Advance remains unpaid, or any other Obligation remains unpaid or unperformed, or any portion of either of the Commitments remains outstanding, Borrower shall, at Borrower's sole expense, deliver to the Administrative Agent for distribution by it to the Lenders concurrently with the financial statements required pursuant to Sections 8.1(c) and 8.1(e), Compliance Certificates signed by a Senior Officer.

Article 9

CONDITIONS

9.1 Conditions to Closing. The effectiveness of this Agreement is subject to the satisfaction of each of the following conditions precedent (unless all of the Lenders, in their sole and absolute discretion, shall agree otherwise):

(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each Party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):

(1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Lenders and Borrower;

(2) Revolving Notes and Term Notes executed by Borrower in favor of each Lender, each in a principal amount equal to that Lender's Pro Rata Share of the relevant Commitments;

(3) the Subsidiary Guaranty executed by each Subsidiary of Borrower (if any are in existence on the Closing Date);

(4) the Security Agreement executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date);

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(5) such financing statements on Form UCC-1 executed by Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date) with respect to the Security Agreement as the Administrative Agent may request;

(6) Member Pledge Agreements executed by each of the Members, and, if applicable, the certificates or other evidence of ownership of the Member Pledged Collateral accompanied by appropriate transfer documents endorsed in blank;

(7) such financing statements on Form UCC-1 executed by each of the Members with respect to the Member Pledge Agreements as the Administrative Agent may request;

(8) the Completion Guaranty executed by the Members and Station;

(9) the Make-Well Agreement executed by the Members and Station;

(10) a letter agreement executed by Station with respect to its preservation of its ability to make payments under the Completion Guaranty and the Make-Well Agreement and of its ability to incur certain Indebtedness;

(11) the Greenspun Pledge Agreement executed by GCR Gaming Guarantor, LLC, and the certificates representing the Collateral pledged thereunder, and acceptable to the Administrative Agent, accompanied by appropriate transfer documents endorsed in blank;

(12) the Deed of Trust executed by Borrower;

(13) with respect to Borrower and each Subsidiary of Borrower (if any are in existence on the Closing Date), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower and each such Subsidiary, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;

(14) the Opinions of Counsel;

(15) a written appraisal by a qualified independent appraiser acceptable to the Administrative Agent of the Project Property and complying in all respects with FIRREA that reflects an aggregate fair market value thereof, on an as-built stabilized basis in an amount which is not less than $258,000,000;

(16) assurances from the Title Company that it is prepared to issue its "LP-10" ALTA construction lenders title policy (or such other lenders title policy determined by the Administrative Agent to be the equivalent thereof) insuring the Lien of the Deed of Trust in the amount of $165,000,000, subject only to such exceptions as are reasonably acceptable to the Administrative Agent, with such title policy endorsements as the Administrative Agent may reasonably require and with such assurances as the Administrative Agent may reasonably require from title re-insurers acceptable to the Administrative Agent, together with the written commitment of the Title Company to issue on or before the Completion Date its replacement ALTA title policy in the same form with such title policy endorsements as the Administrative Agent may reasonably require;

(17) a "Phase I" environmental report with respect to the Project Property prepared by a qualified independent environmental expert acceptable to the Administrative Agent, together

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with a Certificate of a Senior Officer to the effect that no event or circumstance has occurred since the date thereof that would cause such report to be inaccurate in any respect that is materially adverse to the interests of the Lenders;

(18) a certificate of insurance issued by Borrower's insurance carrier or agent with respect to the insurance required to be maintained pursuant to the Deed of Trust, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;

(19) a Certificate of a Senior Officer attaching the Construction Plans, the Construction Budget and the Construction Timetable, each of which shall be consistent in all material respects with the representations respecting them previously made to the Administrative Agent and the Lenders;

(20) a letter from CSG stating that it has reviewed the Construction Plans, the Construction Budget and the Construction Timetable and believes them to be reasonable and feasible;

(21) a Certificate of a Senior Officer attaching a copy of the Architect Contracts;

(22) the Architect's Certificate and Consent executed by the Architect;

(23) a Certificate of a Senior Officer attaching a copy of the Construction Contract;

(24) the Contractor's Certificate and Consent executed by the Contractor;

(25) the Member Subordination Agreement executed by each of the Members;

(26) a Certificate of a senior officer of Station certifying that the execution, delivery and performance of the Completion Guaranty and the Make-Well Agreement by Station and its Subsidiaries which are a party thereto will not violate any indenture, credit agreement or other material agreement of Station or its Subsidiaries or by which their Properties are bound or affected;

(27) a Certificate of a Senior Officer setting forth all permits which it holds from Governmental Agencies with respect to construction of the Project, together with a letter from CSG stating that such permits are those customarily obtained at the then current stage of construction for a like project and that, in its opinion, the remaining permits should be obtained in due course without adversely affecting the Construction Timetable;

(28) a Certificate signed by a Senior Officer certifying that the conditions specified in Sections 9.1(e), 9.1(f) and 9.1(g) have been satisfied;

(29) a Certificate signed by a Senior Officer certifying that GCR Gaming has made a permanent equity contribution to Borrower consisting of the real property described in Section 4.1(a) of the Operating Agreement; and

(30) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.

(b) all fees payable on the Closing Date pursuant to Article 3 shall have been paid.

(c) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 12.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.

(d) The Administrative Agent shall be satisfied that the Collateral Documents create a first priority Lien in the Collateral (subject only to Permitted Encumbrances and such other exceptions as may be acceptable to the Lenders).

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(e) The representations and warranties of Borrower contained in Article 4 shall be true and correct.

(f) Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance no Default or Event of Default shall have occurred and be continuing.

(g) The CC&R's shall have been, or shall concurrently be, recorded, and the Administrative Agent shall have received the Indemnity Agreement and a Real Property Estoppel Agreement from Borrower in form and substance acceptable to the Administrative Agent.

(h) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, Richter & Hampton, LLP, special counsel to the Administrative Agent.

9.2 Any Advance. The obligation of each Lender to make any Advance (and the obligation of the Issuing Lender to issue any Letter of Credit) is (except as provided in Sections 2.4 and 2.10) subject to the following conditions precedent (unless the Requisite Lenders, in their sole and absolute discretion, shall agree otherwise):

(a) except (i) for representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is permitted by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite Lenders, the representations and warranties contained in Article 4 (other than Sections 4.4, 4.6 (first sentence), 4.10, 4.17 and 4.19) shall be true and correct on and as of the date of the Advance as though made on that date;

(b) other than matters described in Schedule 4.10 or not required as of the Closing Date to be therein described, or disclosed by Borrower and approved in writing by the Requisite Lenders, there shall not be any action, suit, proceeding or investigation pending as to which Borrower or any of its Subsidiaries has been served or received notice of or, to the best knowledge of Borrower, threatened against or affecting Borrower or any of its Subsidiaries or any Property of any of them before any Governmental Agency that constitutes a Material Adverse Effect;

(c) the Administrative Agent shall have timely received a Request for Loan in compliance with Article 2 (or telephonic or other request for Loan referred to in the second sentence of Section 2.1(b), if applicable) or Request for Letter of Credit, as applicable; and

(d) the Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Requisite Lenders reasonably may require.

(e) In the case of the initial Loans and Letters of Credit, Borrower shall have received not less than $100,000,000 in equity contributions from the Members, of which $24,500,000 may consist of land (as described in Section 4.1 of the Operating Agreement) and the balance of which shall be in cash, and shall have delivered a certificate or other evidence acceptable to the Administrative Agent, that substantially all of the cash portion of such equity contributions have been expended towards the construction of the Project.

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Article 10

EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

10.1 Events of Default. The existence or occurrence of any one or more of the following events, whatever the reason therefor and under any circumstances whatsoever, shall constitute an Event of Default:

(a) Borrower fails to pay any principal on any of the Notes, or any portion thereof, on the date when due; or

(b) Borrower fails to pay any interest on any of the Notes, or any commitment fee or agency fee under Article 3, or any portion thereof, within two Business Days after the date when due; or fail to pay any other fee or amount payable to the Lenders under any Loan Document, or any portion thereof, within two Business Days after demand therefor; or

(d) Borrower fails to comply with Section 8.1(l) in any respect that is materially adverse to the interests of the Lenders; or

(e) Borrower, any of its Subsidiaries or any other Party fails to perform or observe any other covenant or agreement (not specified in clause (a), (b), (c) or (d) above) contained in the Completion Guaranty, the Make-Well Agreement or any other Loan Document on its part to be performed or observed within fifteen Business Days after the giving of notice by the Administrative Agent on behalf of the Requisite Lenders of such Default; or

(f) Any representation or warranty of Borrower or any of its Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by Borrower or such Subsidiary pursuant to any Loan Document, proves to have been incorrect when made or reaffirmed; or

(g) Borrower or any of its Subsidiaries (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness of $5,000,000 or more, or any guaranty of present or future Indebtedness or under any Swap Agreement, in each case of $5,000,000 or more, on its part to be paid, when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be performed or observed, or suffers any event of default to occur, in connection with any present or future Indebtedness of $5,000,000 or more, or of any guaranty of present or future Indebtedness of $5,000,000 or more, if as a result of such failure or sufferance any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such Indebtedness due before the date on which it otherwise would become due or the right to require Borrower or any of its Subsidiaries to redeem or purchase, or offer to redeem or purchase, all or any portion of such Indebtedness (provided, that for the purpose of this clause (g), the amount of a Swap Agreement shall be the amount which is then payable by the counterparty to close out the Swap Agreement); or

(h) Any event occurs which gives the holder or holders of any Subordinated Obligation (or an agent or trustee on its or their behalf) the right to declare such Subordinated Obligation due before the date on which it otherwise would become due, or the right to require the issuer thereof to redeem or purchase, or offer to redeem or purchase, all or any portion of any Subordinated Obligation; or the trustee for, or any holder of, a Subordinated Obligation breaches any subordination provision applicable to such Subordinated Obligation; or

(i) Any Loan Document (other than a Secured Swap Agreement), at any time after its execution and delivery and for any reason, other than the agreement or action (or omission to act)

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of the Administrative Agent or the Lenders or satisfaction in full of all the payment Obligations, ceases to be in full force and effect or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect which is materially adverse to the interests of the Lenders; or any Collateral Document ceases (other than by action or inaction of the Administrative Agent or any Lender) to create a valid and effective Lien in any material Collateral covered thereby; or any Party thereto denies in writing that it has any or further liability or obligation under any (other than a Secured Swap Agreement) Loan Document, or purports to revoke, terminate or rescind same; or

(j) A final judgment against Borrower or any of its Subsidiaries is entered for the payment of money in excess of $5,000,000 (not covered by insurance or for which an insurer has reserved its rights) and, absent procurement of a stay of execution, such judgment remains unsatisfied for thirty calendar days after the date of entry of judgment, or in any event later than five days prior to the date of any proposed sale thereunder; or any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the Property of any such Person and is not released, vacated or fully bonded within thirty calendar days after its issue or levy; or

(k) Borrower or any of its Subsidiaries institutes or consents to the institution of any proceeding under a Debtor Relief Law relating to it or to all or any material part of its Property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of that Person and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under a Debtor Relief Law relating to any such Person or to all or any part of its Property is instituted without the consent of that Person and continues undismissed or unstayed for sixty calendar days; or

(l) The occurrence of an Event of Default (as such term is or may hereafter be specifically defined in any other Loan Document) under any other Loan Document; or

(m) A final judgment is entered by a court of competent jurisdiction that any Subordinated Obligation is not subordinated in accordance with its terms to the Obligations; or

(n) Any Pension Plan maintained by Borrower or any of its ERISA Affiliates is determined to have a material "accumulated funding deficiency" as that term is defined in Section 302 of ERISA in excess of an amount equal to 5% of the consolidated total assets of Borrower and its Subsidiaries as of the most-recently ended Fiscal Quarter; or

(o) The occurrence of a License Revocation that continues for three consecutive calendar days; or

(p) The failure of the Completion Date to occur prior to February 1, 2002; or

(q) When the Make-Well Agreement is in effect, both (I) Station (i) fails to pay the principal, or any principal installment, of any present or future Indebtedness of $10,000,000 or more, or any guaranty of present or future Indebtedness or under any Swap Agreement, in each case of $10,000,000 or more, on its part to be paid, when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be performed or observed, or suffers any event of default to occur, in connection with any present or future Indebtedness of $10,000,000 or more, or of any guaranty of present or future Indebtedness of $10,000,000 or more, if as a result of such failure or sufferance any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such Indebtedness due before

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the date on which it otherwise would become due or the right to require Station to redeem or purchase, or offer to redeem or purchase, all or any portion of such Indebtedness (provided, that for the purpose of this clause (q), the amount of a Swap Agreement shall be the amount which is then payable by the counterparty to close out the Swap Agreement), and (II) any one or more of Station, any Subsidiary thereof, GCR Gaming Guarantor, LLC, or the members of Borrower shall collectively fail to pledge and deliver to the Administrative Agent as security for the Obligations (and thereafter maintain such pledge in the manner contemplated by the Greenspun Pledge Agreement) either (i) cash in the amount of $22,000,000 (or such lesser amount as is two thirds of the Target Required Value (as defined in the Greenspun Pledge Agreement)), or (ii) a combination of cash and securities of the nature of the Pledged Collateral described in the Greenspun Pledge Agreement (in the case of the securities) having a Marked to Market Value (as defined in the Greenspun Pledge Agreement) greater than or equal to the Marked to Market Value of the Pledged Collateral then required to be pledged under the Greenspun Pledge Agreement (and in addition thereto), within twenty days after the date of the occurrence of the event described in clause (I) above; or

(r) When the Make-Well Agreement is in effect both (I) Station or GCR Ranch Gaming Guarantor, LLC institutes or consents to the institution of any proceeding under a Debtor Relief Law relating to it or to all or any material part of its Property, or is unable or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its Property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Station or GCR Ranch Gaming Guarantor, LLC and the appointment continues undischarged or unstayed for sixty calendar days; or any proceeding under a Debtor Relief Law relating to any Station, GCR Ranch Gaming Guarantor, LLC or to all or any part of their respective Property is instituted without the consent of Station and continues undismissed or unstayed for sixty calendar days, and (II) any one or more of Station, any Subsidiary thereof, GCR Gaming Guarantor, LLC, or the members of Borrower shall collectively fail to pledge and deliver to the Administrative Agent as security for the Obligations (and thereafter maintain such pledge in the manner contemplated by the Greenspun Pledge Agreement) either (i) cash in the amount of $22,000,000 (or such lesser amount as is two thirds of the Target Required Value (as defined in the Greenspun Pledge Agreement)), or (ii) a combination of cash and securities of the nature of the Pledged Collateral described in the Greenspun Pledge Agreement having (in the case of the securities) a Marked to Market Value (as defined in the Greenspun Pledge Agreement) greater than or equal to the Marked to Market Value of the Pledged Collateral then required to be pledged under the Greenspun Pledge Agreement (and in addition thereto), within twenty days after the date of the occurrence of the event described in clause (I) above; or

(s) the occurrence of any Change in Control.

10.2 Remedies Upon Event of Default. Without limiting any other rights or remedies of the Administrative Agent or the Lenders provided for elsewhere in this Agreement, or the other Loan Documents, or by applicable Law, or in equity, or otherwise, subject to applicable Gaming Laws:

(a) Upon the occurrence, and during the continuance, of any Event of Default other than an Event of Default described in Section 10.1(k) as to the Borrower:

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case may be, in accordance with Section 12.2) may waive an Event of Default or, without waiving, determine, upon terms and conditions satisfactory to the Lenders or Requisite Lenders, as the case may be, to reinstate the Commitments and such other obligations and rights and make further Advances, which waiver or determination shall apply equally to, and shall be binding upon, all the Lenders;

(2) the Issuing Lender may, with the approval of the Administrative Agent on behalf of the Requisite Lenders, demand immediate payment by Borrower of an amount equal to the aggregate amount of all outstanding Letters of Credit to be held by the Issuing Lender in an interest-bearing cash collateral account as collateral under the Security Agreement; and

(3) the Requisite Lenders may request the Administrative Agent to, and the Administrative Agent thereupon shall, terminate the Commitments and/or declare all or any part of the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents to be forthwith due and payable, whereupon the same shall become and be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower.

(b) Upon the occurrence of any Event of Default described in Section 10.1(k) as to the Borrower:

(1) the Commitments to make Advances and all other obligations of the Administrative Agent or the Lenders and all rights of Borrower and any other Parties under the Loan Documents shall terminate without notice to or demand upon Borrower, which are expressly waived by Borrower, except that all of the Lenders may waive the Event of Default or, without waiving, determine, upon terms and conditions satisfactory to all the Lenders, to reinstate the Commitments and such other obligations and rights and make further Advances, which determination shall apply equally to, and shall be binding upon, all the Lenders;

(2) an amount equal to the aggregate amount of all outstanding Letters of Credit shall be immediately due and payable to the Issuing Lender without notice to or demand upon Borrower, which are expressly waived by Borrower, to be held by the Issuing Lender in an interest-bearing cash collateral account as collateral under the Security Agreement; and

(3) the unpaid principal of all Notes, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents shall be forthwith due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind, all of which are expressly waived by Borrower.

(c) Upon the occurrence of any Event of Default, the Lenders and the Administrative Agent, or any of them, without notice to (except as expressly provided for in any Loan Document) or demand upon Borrower, which are expressly waived by Borrower (except as to notices expressly provided for in any Loan Document), may proceed (but only with the consent of the Requisite Lenders) to protect, exercise and enforce their rights and remedies under the Loan Documents against Borrower and any other Party and such other rights and remedies as are provided by Law or equity.

(d) In addition to any other rights and remedies, if an Event of Default occurs prior to the Completion Date, the Administrative Agent and the Lenders shall have the right to (i) obtain the appointment of a receiver to take possession of the Project (and Borrower agrees not to contest the appointment of such receiver except in good faith) and (ii) take such steps as the Administrative Agent and the Lenders reasonably deem necessary or appropriate to complete construction of the Project, including making any changes to the Construction Plans, Construction Budget or Construction Timetable and/or terminating or amending any of the Architect Contracts,

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Construction Contracts or any other contract or arrangement related to the Project; provided, however, that the Administrative Agent shall be responsible for any breach of contract resulting from any such change, termination or amendment. Any such action shall not be construed as an assumption of responsibility by the Administrative Agent or the Lenders to complete the Project, and such steps may be discontinued at any time. Any such action shall not be construed to make the Administrative Agent or the Lenders a partner or joint venturer with Borrower. All amounts expended by the Administrative Agent and the Lenders for the completion of the Project shall be deemed additional Advances and shall be secured by the Collateral Documents.

(e) The order and manner in which the Lenders' rights and remedies are to be exercised shall be determined by the Requisite Lenders in their sole discretion, and all payments received by the Administrative Agent and the Lenders, or any of them, shall be applied first to the costs and expenses (including reasonable attorneys' fees and disbursements and the reasonably allocated costs of attorneys employed by the Administrative Agent or by any Lender) of the Administrative Agent and of the Lenders, and thereafter paid pro rata to the Lenders in the same proportions that the aggregate payment Obligations owed to each Lender under the Loan Documents bear to the aggregate payment Obligations owed under the Loan Documents to all the Lenders, without priority or preference among the Lenders. Regardless of how each Lender may treat payments for the purpose of its own accounting, for the purpose of computing Borrower's payment Obligations hereunder and under the Notes, payments of the proceeds from the exercise of the Lenders' rights and remedies shall be applied first, to the costs and expenses of the Administrative Agent and the Lenders, as set forth above, second, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such application (ratably, and without duplication, according to the accrued and unpaid interest due the Lenders under each of the Loan Documents), and third, to the payment of all other amounts (including principal and fees) then owing to the Administrative Agent or the Lenders under the Loan Documents. No application of payments of the proceeds from the exercise of the Lenders' rights and remedies will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Lenders hereunder or thereunder or at Law or in equity for the collection or recovery of all unpaid payment Obligations.

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Article 11

THE ADMINISTRATIVE AGENT

11.1 Appointment and Authorization. Subject to Section 11.8, each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof or are reasonably incidental, as determined by the Administrative Agent, thereto. This appointment and authorization is intended solely for the purpose of facilitating the servicing of the Loans and does not constitute appointment of the Administrative Agent as trustee for any Lender or as representative of any Lender for any other purpose and, except as specifically set forth in the Loan Documents to the contrary, the Administrative Agent shall take such action and exercise such powers only in an administrative and ministerial capacity.

11.2 Administrative Agent and Affiliates. Bank of America, N.A. (and each successor Administrative Agent) has the same rights and powers under the Loan Documents as any other Lender and may exercise the same as though it were not the Administrative Agent, and the term "Lender" or "Lenders" includes Bank of America, N.A. in its individual capacity. Bank of America, N.A. (and each successor Administrative Agent) and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust or other business with Borrower, any Subsidiary thereof, or any Affiliate of Borrower or any Subsidiary thereof, as if it were not the Administrative Agent and without any duty to account therefor to the Lenders. Bank of America, N.A. (and each successor Administrative Agent) need not account to any other Lender for any monies received by it for reimbursement of its costs and expenses as Administrative Agent hereunder, or for any monies received by it in its capacity as a Lender hereunder. The Administrative Agent shall not be deemed to hold a fiduciary relationship with any Lender and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Administrative Agent.

11.3 Proportionate Interest in any Collateral. The Administrative Agent, on behalf of all the Lenders, shall hold in accordance with the Loan Documents all items of any collateral or interests therein received or held by the Administrative Agent. Subject to the Administrative Agent's and the Lenders' rights to reimbursement for their costs and expenses hereunder (including reasonable attorneys' fees and disbursements and other professional services and the reasonably allocated costs of attorneys employed by the Administrative Agent or a Lender) and subject to the application of payments in accordance with Section 10.2(d), each Lender shall have an interest in the Lenders' interest in the Collateral or interests therein in the same proportions that the aggregate Obligations owed such Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Lenders, without priority or preference among the Lenders, except that Obligations owed to any Lender (or Affiliate of a Lender) under a Secured Swap Agreement shall be secured on a pari passu basis with all other Obligations up to an amount equal to the Administrative Agent's then customary credit risk factor for Swap Agreements times the notional amount of Indebtedness covered by such Secured Swap Agreement and shall be secured on a subordinate basis as to amounts in excess of such amount.

11.4 Lenders' Credit Decisions. Each Lender agrees that it has, independently and without reliance upon the Administrative Agent, any other Lender or the directors, officers, agents, employees or attorneys of the Administrative Agent or of any other Lender, and instead in reliance upon information supplied to it by or on behalf of Borrower and upon such other information as it has deemed appropriate, made its own independent credit analysis and decision to enter into this Agreement. Each Lender also agrees that it shall, independently and without reliance upon the Administrative Agent, any other Lender or the directors, officers, agents, employees or attorneys of the

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Administrative Agent or of any other Lender, continue to make its own independent credit analyses and decisions in acting or not acting under the Loan Documents.

11.5 Action by Administrative Agent.

(a) Absent actual knowledge of the Administrative Agent of the existence of a Default, the Administrative Agent may assume that no Default has occurred and is continuing, unless the Administrative Agent (or the Lender that is then the Administrative Agent) has received notice from Borrower stating the nature of the Default or has received notice from a Lender stating the nature of the Default and that such Lender considers the Default to have occurred and to be continuing.

(b) The Administrative Agent has only those obligations under the Loan Documents as are expressly set forth therein.

(c) Except for any obligation expressly set forth in the Loan Documents and as long as the Administrative Agent may assume that no Event of Default has occurred and is continuing, the Administrative Agent may, but shall not be required to, exercise its discretion to act or not act, except that the Administrative Agent shall be required to act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 12.2) and those instructions shall be binding upon the Administrative Agent and all the Lenders, provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent.

(d) If the Administrative Agent has received a notice specified in clause (a), the Administrative Agent shall immediately give notice thereof to the Lenders and shall act or not act upon the instructions of the Requisite Lenders (or of all the Lenders, to the extent required by Section 12.2), provided that the Administrative Agent shall not be required to act or not act if to do so would be contrary to any Loan Document or to applicable Law or would result, in the reasonable judgment of the Administrative Agent, in substantial risk of liability to the Administrative Agent, and except that if the Requisite Lenders (or all the Lenders, if required under Section 12.2) fail, for ten Business Days after the receipt of notice from the Administrative Agent, to instruct the Administrative Agent, then the Administrative Agent, in its sole discretion, may act or not act as it deems advisable for the protection of the interests of the Lenders.

(e) The Administrative Agent shall have no liability to any Lender for acting, or not acting, as instructed by the Requisite Lenders (or all the Lenders, if required under Section 12.2), notwithstanding any other provision hereof.

11.6 Liability of Administrative Agent. Neither the Administrative Agent nor any of its directors, officers, agents, employees or attorneys shall be liable for any action taken or not taken by them under or in connection with the Loan Documents, except for their own gross negligence or willful misconduct. Without limitation on the foregoing, the Administrative Agent and its directors, officers, agents, employees and attorneys:

(a) May treat the payee of any Note as the holder thereof until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by the payee, and may treat each Lender as the owner of that Lender's interest in the Obligations for all purposes of this Agreement until the Administrative Agent receives notice of the assignment or transfer thereof, in form satisfactory to the Administrative Agent, signed by that Lender.

(b) May consult with legal counsel (including in-house legal counsel), accountants (including in-house accountants) and other professionals or experts selected by it, or with legal counsel, accountants or other professionals or experts for Borrower and/or its Subsidiaries or the Lenders,

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and shall not be liable for any action taken or not taken by it in good faith in accordance with any advice of such legal counsel, accountants or other professionals or experts.

(c) Shall not be responsible to any Lender for any statement, warranty or representation made in any of the Loan Documents or in any notice, certificate, report, request or other statement (written or oral) given or made in connection with any of the Loan Documents.

(d) Except to the extent expressly set forth in the Loan Documents, shall have no duty to ask or inquire as to the performance or observance by Borrower or its Subsidiaries of any of the terms, conditions or covenants of any of the Loan Documents or to inspect any Collateral or the Property, books or records of Borrower or its Subsidiaries.

(e) Will not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, effectiveness, sufficiency or value of any Loan Document, any other instrument or writing furnished pursuant thereto or in connection therewith, or any Collateral.

(f) Will not incur any liability to any Lender by acting or not acting in reliance upon any Loan Document, notice, consent, certificate, statement, request or other instrument or writing believed in good faith by it to be genuine and signed or sent by the proper party or parties.

(g) Will not incur any liability for any arithmetical error in computing any amount paid or payable by Borrower or any Subsidiary or Affiliate thereof or paid or payable to or received or receivable from any Lender under any Loan Document, including, without limitation, principal, interest, commitment fees, Advances and other amounts; provided that, promptly upon discovery of such an error in computation, the Administrative Agent, the Lenders and (to the extent applicable) Borrower and/or their Subsidiaries or Affiliates shall make such adjustments as are necessary to correct such error and to restore the parties to the position that they would have occupied had the error not occurred.

11.7 Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share (if the Commitments are then in effect) or in accordance with its proportion of the aggregate Indebtedness then evidenced by the Notes (if the Commitments have then been terminated), indemnify and hold the Administrative Agent, the Co-Agents, the Documentation Agent and their respective directors, officers, agents, employees and attorneys harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys' fees and disbursements and allocated costs of attorneys employed by the Administrative Agent, the Co-Agents and the Documentation Agent) that may be imposed on, incurred by or asserted against it or them in any way relating to or arising out of the Loan Documents (other than losses incurred by reason of the failure of Borrower to pay the Indebtedness represented by the Notes) or any action taken or not taken by it as Administrative Agent of Co-Agent thereunder, except such as result from its own gross negligence or willful misconduct. Without limitation on the foregoing, each Lender shall reimburse the Administrative Agent upon demand for that Lender's Pro Rata Share of any out-of-pocket cost or expense incurred by the Administrative Agent in connection with the negotiation, preparation, execution, delivery, amendment, waiver, restructuring, reorganization (including a bankruptcy reorganization), enforcement or attempted enforcement of the Loan Documents, to the extent that Borrower or any other Party is required by Section 12.3 to pay that cost or expense but fails to do so upon demand. Nothing in this Section shall entitle the Administrative Agent or any indemnitee referred to above to recover any amount from the Lenders if and to the extent that such amount has theretofore been recovered from Borrower or any of its Subsidiaries. To the extent that the Administrative Agent or any indemnitee referred to above is later reimbursed such amount by Borrower or any of its Subsidiaries, it shall return the amounts paid to it by the Lenders in respect of such amount.

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11.8 Successor Administrative Agent. The Administrative Agent may, and at the request of the Requisite Lenders shall, resign as Administrative Agent upon reasonable notice to the Lenders and Borrower effective upon acceptance of appointment by a successor Administrative Agent. If the Administrative Agent shall resign as Administrative Agent under this Agreement, the Requisite Lenders shall appoint from among the Lenders a successor Administrative Agent for the Lenders, which successor Administrative Agent shall be approved by Borrower (and such approval shall not be unreasonably withheld or delayed). If no successor Administrative Agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and Borrower, a successor Administrative Agent from among the Lenders. Upon the acceptance of its appointment as successor Administrative Agent hereunder, such successor Administrative Agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor Administrative Agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this Article 11, and Sections 12.3, 12.11 and 12.22, shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. Notwithstanding the foregoing, if (a) the Administrative Agent has not been paid its agency fees under Section 3.6 or has not been reimbursed for any expense reimbursable to it under Section 12.3, in either case for a period of at least one year and (b) no successor Administrative Agent has accepted appointment as Administrative Agent by the date which is thirty days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Requisite Lenders appoint a successor Administrative Agent as provided for above.

11.9 Foreclosure on Collateral. In the event of foreclosure or enforcement of the Lien created by any of the Collateral Documents, title to the Collateral covered thereby shall be taken and held by the Administrative Agent (or an Affiliate or designee thereof) pro rata for the benefit of the Lenders in accordance with the Obligations outstanding to each of them and shall be administered in accordance with the standard form of collateral holding participation agreement used by the Administrative Agent in comparable syndicated credit facilities, which form shall be reasonably acceptable to the Requisite Lenders.

11.10 Subordination, Non-Disturbance and Attornment Agreements. The Administrative Agent is hereby authorized (but shall not be obligated to), to execute and deliver Subordination, Non-Disturbance and Attornment Agreements substantially in the form of Exhibit G hereto with Borrower, any relevant Subsidiaries thereof and their commercial tenants without prior notice to or consent by the Lenders, and may following not less than two Business Day's notice to each Lender with a copy of the proposed agreement (unless the Requisite Lenders object thereto during such period), enter into Subordination, Non-Disturbance and Attornment Agreements and other related agreements which are in a form acceptable to the Administrative Agent.

11.11 No Obligations of Borrower. Nothing contained in this Article 11 shall be deemed to impose upon Borrower any obligation in respect of the due and punctual performance by the Administrative Agent of its obligations to the Lenders under any provision of this Agreement, and Borrower shall have no liability to the Administrative Agent or any of the Lenders in respect of any failure by the Administrative Agent or any Lender to perform any of its obligations to the Administrative Agent or the Lenders under this Agreement. Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and owing under the Loan Documents provides that such payments shall be made by Borrower to the Administrative Agent for the account of the Lenders, Borrower's obligations to the Lenders in respect

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of such payments shall be deemed to be satisfied upon the making of such payments to the Administrative Agent in the manner provided by this Agreement.

Article 12

MISCELLANEOUS

12.1 Cumulative Remedies; No Waiver. The rights, powers, privileges and remedies of the Administrative Agent and the Lenders provided herein or in any Note or other Loan Document are cumulative and not exclusive of any right, power, privilege or remedy provided by Law or equity. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power, privilege or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power, privilege or remedy preclude any other or further exercise of the same or any other right, power, privilege or remedy. The terms and conditions of Article 9 hereof are inserted for the sole benefit of the Administrative Agent and the Lenders; the same may be waived as provided in Section 12.2 in whole or in part, with or without terms or conditions, in respect of any Loan without prejudicing the Administrative Agent's or the Lenders' rights to assert them in whole or in part in respect of any other Loan.

12.2 Amendments; Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or any other Loan Document, no approval or consent thereunder, and no consent to any departure by Borrower or any other Party therefrom, may in any event be effective unless in writing signed by the Requisite Lenders (and, in the case of any amendment, modification or supplement of or to any Loan Document to which Borrower or any of its Subsidiaries is a Party, signed by each such Party, and, in the case of any amendment, modification or supplement to Article 11, signed by the Administrative Agent), and then only in the specific instance and for the specific purpose given; and, without the approval in writing of all the Lenders affected thereby, no amendment, modification, supplement, termination, waiver or consent may be effective:

(a) To (i) change the principal of, or the amount of principal of, or the amount of principal prepayments of, any Note or to forgive or reduce the amount of any reimbursement payments due with respect to any Letter or Credit, (ii) decrease the rate of interest payable on any Note without the consent of the holder thereof, (iii) increase the amount or percentage of the Pro Rata Share of any Lender or decrease the amount of any commitment fee payable to any Lender, in each case without the consent of that Lender, or (iv) decrease the amount of any other fee or amount payable to any Lender under the Loan Documents without the consent of that Lender, or (v) waive an Event of Default consisting of the failure of Borrower to pay when due principal, interest or any commitment fee;

(b) To postpone any date fixed for any payment of principal of, prepayment of principal of or any installment of interest on, any Note (including the Swing Line Note), any amount payable to reimburse any drawing under any Letter of Credit or any installment of any commitment fee, or to extend the term of either of the Commitments.

(c) To release or amend the Completion Guaranty, the Make-Well Agreement, the Greenspun Pledge Agreement, the Indemnity Agreement, the Subsidiary Guaranty, or any material portion of the Collateral, or amend any provision of the Loan Agreement, the amendment of which would have the effect of deferring or reducing any payment which would otherwise become due under the Make-Well Agreement, except as expressly provided for in any Loan Document (provided that the Administrative Agent is authorized to release the Lien created by the Collateral Documents on (i) assets secured by Indebtedness permitted by Section 6.9(f), (ii) assets which are the subject of a Disposition permitted by Section 6.1, and (iii) assets the sale, transfer or other

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disposition of which is not a Disposition, and shall do so upon request of Borrower subject to such reasonable and customary requirements as the Administrative Agent may specify);

(d) To amend the provisions of the definition of "Reduction Amount," "Reduction Date," "Requisite Lenders," "Maturity Date," "Quarterly Payment Date" or "Completion Date"; or

(e) To amend or waive this Section 12.2, or Sections 6.4, 11.9 or 12.10; or

(f) To amend any provision of this Agreement that expressly requires the consent or approval of all the Lenders.

It is further agreed that the approval of Lenders having Pro Rata shares of at least 80% of the Commitments shall be required for any waiver or amendment of the provisions of this Agreement requiring the Completion Date to occur prior to February 1, 2002 and which amendment or waiver is occasioned or caused by the failure of the Completion Date to occur prior to February 1, 2002 which results in whole or in part from the Project not being "Legally Open" (as defined in the Completion Guaranty) on that date due to the Project not having the requisite Entitlements (as defined in the Indemnity). Any amendment, modification, supplement, termination, waiver or consent pursuant to this Section 12.2 shall apply equally to, and shall be binding upon, all the Lenders and the Administrative Agent.

12.3 Costs, Expenses and Taxes. Borrower shall pay within five Business Days after demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution and delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower shall also pay on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Administrative Agent and the Lenders in connection with the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by its overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 12.21, to the extent such forms are then required by applicable Laws, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any other Loan Document or any other instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 12.11 the Administrative Agent and the Lenders from and against any and all loss, liability or legal or other expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under

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this Section 12.3 shall bear interest from the second Business Day following the date of demand for payment at the Default Rate.

12.4 Nature of Lenders' Obligations. The obligations of the Lenders hereunder are several and not joint or joint and several. Nothing contained in this Agreement or any other Loan Document and no action taken by the Administrative Agent or the Lenders or any of them pursuant hereto or thereto may, or may be deemed to, make the Lenders a partnership, an association, a joint venture or other entity, either among themselves or with Borrower or any Affiliate of Borrower. Each Lender's obligation to make any Advance pursuant hereto is several and not joint or joint and several, and in the case of the initial Advance only is conditioned upon the performance by all other Lenders of their obligations to make initial Advances. A default by any Lender will not increase the Pro Rata Share of the Commitments attributable to any other Lender. Any Lender not in default may, if it desires, assume in such proportion as the nondefaulting Lenders agree the obligations of any Lender in default, but is not obligated to do so. The Administrative Agent agrees that it will use its best efforts either to induce the other Lenders to assume the obligations of a Lender in default or to obtain another Lender, reasonably satisfactory to Borrower, to replace such a Lender in default.

12.5 Survival of Representations and Warranties. All representations and warranties contained herein or in any other Loan Document, or in any certificate or other writing delivered by or on behalf of any one or more of the Parties to any Loan Document, will survive the making of the Loans hereunder and the execution and delivery of the Notes, and have been or will be relied upon by the Administrative Agent and each Lender, notwithstanding any investigation made by the Administrative Agent or any Lender or on their behalf.

12.6 Notices. Except as otherwise expressly provided in the Loan Documents, all notices, requests, demands, directions and other communications provided for hereunder or under any other Loan Document must be in writing and must be mailed, telegraphed, telecopied, dispatched by commercial courier or delivered to the appropriate party at the address set forth on the signature pages of this Agreement or other applicable Loan Document or, as to any party to any Loan Document, at any other address as may be designated by it in a written notice sent to all other parties to such Loan Document in accordance with this Section, and with a copy to all persons designated on such signature pages as being entitled to copies. Except as otherwise expressly provided in any Loan Document, if any notice, request, demand, direction or other communication required or permitted by any Loan Document is given by mail it will be effective on the earlier of receipt, if given by mail; if given by telegraph or cable, when delivered to the telegraph company with charges prepaid; if given by telecopier, when sent; if dispatched by commercial courier, on the scheduled delivery date; or if given by personal delivery, when delivered.

12.7 Execution of Loan Documents. Unless the Administrative Agent otherwise specifies with respect to any Loan Document, (a) this Agreement and any other Loan Document may be executed in any number of counterparts and any party hereto or thereto may execute any counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts of this Agreement or any other Loan Document, as the case may be, when taken together will be deemed to be but one and the same instrument and (b) execution of any such counterpart may be evidenced by a telecopier transmission of the signature of such party. The execution of this Agreement or any other Loan Document by any party hereto or thereto will not become effective until counterparts hereof or thereof, as the case may be, have been executed by all the parties hereto or thereto.

12.8 Binding Effect; Assignment.

(a) This Agreement and the other Loan Documents to which Borrower is a Party will be binding upon and inure to the benefit of Borrower, the Administrative Agent, each of the Lenders, and their respective successors and assigns, except that Borrower may not assign their rights hereunder or thereunder or any interest herein or therein without the prior written consent of all

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the Lenders. Any attempted assignment by Borrower in contravention of this Section 12.8(a) shall be null and void. Each Lender represents that it is not acquiring its Notes with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (subject to any requirement that disposition of such Notes must be within the control of such Lender). Any Lender may at any time pledge its Notes or any other instrument evidencing its rights as a Lender under this Agreement to a Federal Reserve Bank, but no such pledge shall release that Lender from its obligations hereunder or grant to such Federal Reserve Bank the rights of a Lender hereunder absent foreclosure of such pledge.

(b) From time to time following the Closing Date, each Lender may assign to one or more Eligible Assignees all or any portion of its Pro Rata Share; provided that (i) such Eligible Assignee, if not then a Lender or an Affiliate of the assigning Lender, shall be approved by each of the Administrative Agent and (if no Event of Default then exists) Borrower (neither of which approvals shall be unreasonably withheld or delayed), (ii) such assignment shall be evidenced by an Assignment Agreement, a copy of which shall be furnished to the Administrative Agent as hereinbelow provided, (iii) except in the case of an assignment to an Affiliate of the assigning Lender, to another Lender or of the entire remaining Commitments of the assigning Lender, the assignment shall not assign a Pro Rata Share of the Commitments that is equivalent to less than $3,000,000, and (iv) the effective date of any such assignment shall be as specified in the Assignment Agreement, but not earlier than the date which is five Business Days after the date the Administrative Agent has received the Assignment Agreement. Upon the effective date of such Assignment Agreement, the Eligible Assignee named therein shall be a Lender for all purposes of this Agreement, with the Pro Rata Share therein set forth and, to the extent of such Pro Rata Share, the assigning Lender shall be released from its further obligations under this Agreement. Borrower agrees that it shall execute and deliver (against delivery by the assigning Lender to Borrower of its relevant Notes) to such assignee Lender, Notes evidencing that assignee Lender's Pro Rata Share, and to the assigning Lender, a Note or Notes evidencing the remaining balance Pro Rata Share of the Commitments, if any, retained by the assigning Lender.

(c) By executing and delivering an Assignment Agreement, the Eligible Assignee thereunder acknowledges and agrees that: (i) other than the representation and warranty that it is the legal and beneficial owner of the Pro Rata Share being assigned thereby free and clear of any adverse claim, the assigning Lender has made no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness or sufficiency of this Agreement or any other Loan Document; (ii) the assigning Lender has made no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance by Borrower of the Obligations; (iii) it has received a copy of this Agreement, together with copies of the most recent financial statements delivered pursuant to Section 8.1 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (iv) it will, independently and without reliance upon the Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) it appoints and authorizes the Administrative Agent to take such action and to exercise such powers under this Agreement as are delegated to the Administrative Agent by this Agreement; and (vi) it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent shall maintain at the Administrative Agent's Office a copy of each Assignment Agreement delivered to it and a register (the "Register") of the names and address of each of the Lenders and the Pro Rata Share held by each Lender, giving effect to each

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Assignment Agreement. The Register shall be available during normal business hours for inspection by Borrower or any Lender upon reasonable prior notice to the Administrative Agent. After receipt of a completed Assignment Agreement executed by any Lender and an Eligible Assignee, and receipt of an assignment fee of $3,500 from such Lender or Eligible Assignee, the Administrative Agent shall, promptly following the effective date thereof, notify the Borrower of the effectiveness thereof. Borrower, the Administrative Agent and the Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the Pro Rata Share listed therein for all purposes hereof, and no assignment or transfer of any such Pro Rata Share shall be effective, in each case unless and until an Assignment Agreement effecting the assignment or transfer thereof shall have been accepted by the Administrative Agent and recorded in the Register as provided above. Prior to such recordation, all amounts owed with respect to the applicable Pro Rata Share shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Pro Rata Share.

(e) Each Lender may from time to time grant participations to one or more Lenders or other financial institutions (including another Lender) in a portion of its Pro Rata Share; provided, however, that (i) such Lender notifies the Administrative Agent and Borrower in writing at least five Business Days in advance of granting such a participation, which notice shall identify the proposed participant, (ii) the proposed participant (if not then a Lender or an Affiliate of the granting Lender) shall be approved by each of the Administrative Agent and (if no Event of Default then exists) Borrower (neither of which approvals shall be unreasonably withheld or delayed), (iii) such Lender's obligations under this Agreement shall remain unchanged, (iv) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (v) the participating Lenders or other financial institutions shall not be a Lender hereunder for any purpose except, if the participation agreement so provides, for the purposes of Sections 3.7, 3.8, 12.3, 12.11 and 12.22 but only to the extent that the cost of such benefits to Borrower does not exceed the cost which Borrower would have incurred in respect of such Lender absent the participation, (vi) Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (vii) the participation interest shall be expressed as a percentage of the granting Lender's Pro Rata Share as it then exists and shall not restrict an increase in the Commitments, or in the granting Lender's Pro Rata Share, so long as the amount of the participation interest is not affected thereby and (viii) the consent of the holder of such participation interest shall not be required for amendments or waivers of provisions of the Loan Documents other than those which (A) extend any Reduction Date, the Maturity Date or any other date upon which any payment of money is due to the Lenders, (B) reduce the rate of interest on the Notes, any fee or any other monetary amount payable to the Lenders, (C) reduce the amount of any installment of principal due under the Notes in which such participant has an interest, or (D) release the Completion Guaranty, the Make-Well Agreement, the Greenspun Pledge Agreement, or any material portion of the Collateral (except as otherwise expressly provided for in any Loan Document).

(f) Notwithstanding anything in this Section 12.8 to the contrary, the rights of the Lenders to make assignments of, and grant participations in, their Pro Rata Shares of the Commitments shall be subject to the approval of any Gaming Board, to the extent required by applicable Gaming Laws, and to compliance with applicable securities laws.

12.9 Right of Setoff. If an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (but in each case only with the consent of the Requisite Lenders) may (a) exercise its rights under Article 9 of the Uniform Commercial Code and other applicable Laws and

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(b) to the extent permitted by applicable Laws, apply any funds in any deposit account maintained with it by Borrower and/or any Property of Borrower in its possession against the Obligations.

12.10 Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, Lender's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim in the same proportion that existed prior to the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

12.11 Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless the Administrative Agent, the Co-Agents, the Documentation Agent and each Lender and their respective directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action (except a claim, demand, action, or cause of action for any amount excluded from the definition of "Taxes" in Section 3.12(d)) if the claim, demand, action or cause of action arises out of or relates to any act or omission (or alleged act or omission) of Borrower, its Affiliates or any of their officers, directors or stockholders relating to the Commitments, the use or contemplated use of proceeds of any Loan, or the relationship of Borrower and the Lenders under this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower's obligations under this Section unless such failure materially prejudices Borrower's right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Any Indemnitee that proposes to settle

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or compromise any claim or proceeding for which Borrower may be liable for payment of indemnity hereunder shall give Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain Borrower's prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 12.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees and reasonably acceptable to Borrower; provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall be entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to Borrower, with all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrower to any Indemnitee under this Section 12.11 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Lenders.

12.12 Nonliability of the Lenders. Borrower acknowledges and agrees that:

(a) Any inspections of any Property of Borrower made by or through the Administrative Agent or the Lenders are for purposes of administration of the Loan only and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense of Borrower);

(b) By accepting or approving anything required to be observed, performed, fulfilled or given to the Administrative Agent or the Lenders pursuant to the Loan Documents, neither the Administrative Agent nor the Lenders shall be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval thereof shall not constitute a warranty or representation to anyone with respect thereto by the Administrative Agent or the Lenders;

(c) The relationship between Borrower and the Administrative Agent and the Lenders is, and shall at all times remain, solely that of borrowers and lenders; neither the Administrative Agent nor the Lenders shall under any circumstance be construed to be partners or joint venturers of Borrower or its Affiliates; neither the Administrative Agent nor the Lenders shall under any circumstance be deemed to be in a relationship of confidence or trust or a fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary duty to Borrower or its Affiliates; neither the Administrative Agent nor the Lenders undertake or assume any responsibility or duty to Borrower or its Affiliates to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with their Property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information undertaken or assumed by the Administrative Agent or the Lenders in connection with such matters is solely for the protection of the Administrative Agent and the Lenders and neither Borrower nor any other Person is entitled to rely thereon; and

(d) The Administrative Agent and the Lenders shall not be responsible or liable to any Person for any loss, damage, liability or claim of any kind relating to injury or death to Persons or damage to Property caused by the actions, inaction or negligence of Borrower and/or its Affiliates

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and Borrower hereby indemnifies and holds the Administrative Agent and the Lenders harmless on the terms set forth in Section 12.11 from any such loss, damage, liability or claim.

12.13 No Third Parties Benefitted. This Agreement is made for the purpose of defining and setting forth certain obligations, rights and duties of Borrower, the Administrative Agent and the Lenders in connection with the Loans, and is made for the sole benefit of Borrower, the Administrative Agent and the Lenders, and the Administrative Agent's and the Lenders' successors and assigns. Except as provided in Sections 12.8, 12.11, and 12.14 no other Person shall have any rights of any nature hereunder or by reason hereof.

12.14 Confidentiality. Each Lender agrees to hold any confidential information that it may receive from Borrower, Station, GCR Gaming and their respective Affiliates pursuant to this Agreement in confidence, except for disclosure: (a) to other Lenders; (b) to legal counsel and accountants for Borrower, Station, GCR Gaming, their Affiliates or any Lender; (c) to other professional advisors to Borrower, Station, GCR Gaming, their Affiliates or any Lender, provided that the recipient has accepted such information subject to a confidentiality agreement with provisions substantially similar to this Section 12.14; (d) to regulatory officials having jurisdiction over that Lender; (e) to any Gaming Board having regulatory jurisdiction over Borrower or its Subsidiaries or over Station, GCR Gaming or their respective Affiliates, provided that each Lender agrees to notify the affected party of any such disclosure unless prohibited by applicable Laws; (f) as required by Law or legal process, provided that each Lender agrees to notify the affected party of any such disclosures unless prohibited by applicable Laws, or in connection with any legal proceeding to which that Lender and Borrower, GCR Gaming, Station or their respective Affiliates are adverse parties; (g) to another financial institution in connection with a disposition or proposed disposition to that financial institution of all or part of that Lender's interests hereunder or a participation interest in its Notes, provided that the recipient has accepted such information subject to a confidentiality agreement with provisions substantially similar to this Section 12.14; (h) to the National Association of Insurance Commissioners; and (i) to a nationally-recognized credit rating agency provided that each Lender agrees to notify the affected party of any such disclosures. For purposes of the foregoing, "confidential information" shall mean any information respecting a Person reasonably considered by that Person to be confidential, other than (i) information previously filed with any Governmental Agency and available to the public, (ii) information previously published in any public medium from a source other than, directly or indirectly, that Lender, and (iii) information previously disclosed by that Person to any other Person not associated with the disclosing Person without a confidentiality agreement or obligation substantially similar to this Section 12.14. Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of the Administrative Agent or the Lenders to any Person.

12.15 Further Assurances. Borrower and its Subsidiaries shall, at their expense and without expense to the Lenders or the Administrative Agent, do, execute and deliver such further acts and documents as the Requisite Lenders or the Administrative Agent from time to time reasonably require for the assuring and confirming unto the Lenders or the Administrative Agent of the rights hereby created or intended now or hereafter so to be, or for carrying out the intention or facilitating the performance of the terms of any Collateral Document.

12.16 Integration. This Agreement, together with the other Loan Documents and the letter agreements referred to in Sections 3.2, 3.4 and 3.5, comprises the complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control and govern; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

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12.17 Governing Law. Except to the extent otherwise provided therein, each Loan Document shall be governed by, and construed and enforced in accordance with, the Laws of California applicable to contracts made and performed in California.

12.18 Severability of Provisions. Any provision in any Loan Document that is held to be inoperative, unenforceable or invalid as to any party or in any jurisdiction shall, as to that party or jurisdiction, be inoperative, unenforceable or invalid without affecting the remaining provisions or the operation, enforceability or validity of that provision as to any other party or in any other jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.

12.19 Headings. Article and Section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part of this Agreement or the other Loan Documents for any other purpose.

12.20 Time of the Essence. Time is of the essence of the Loan Documents.

12.21 Foreign Lenders and Participants. Each Lender that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America or any State thereof or the District of Columbia shall deliver to Borrower (with a copy to the Administrative Agent), on or before the Closing Date (or on or before accepting an assignment or receiving a participation interest herein pursuant to Section 12.8, if applicable) two duly completed copies, signed by a Responsible Official, of a United States Internal Revenue Service Form W8-ECI or such other evidence (including, if reasonably necessary, Form W-9) satisfactory to Borrower and the Administrative Agent that no withholding under the federal income tax laws is required with respect to such Lender. Thereafter and from time to time, each such Lender shall (a) promptly submit to Borrower (with a copy to the Administrative Agent), such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and the Administrative Agent of any available exemption from, United States withholding taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement and (b) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Eurodollar Lending Office, if any) to avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such Lender. In the event that Borrower or the Administrative Agent becomes aware that a participation has been granted pursuant to Section 12.8(e) to a financial institution that is incorporated or otherwise organized under the Laws of a jurisdiction other than the United States of America, any State thereof or the District of Columbia, then, upon request made by Borrower or the Administrative Agent to the Lender which granted such participation, such Lender shall cause such participant financial institution to deliver the same documents and information to Borrower and the Administrative Agent as would be required under this Section if such financial institution were a Lender. The foregoing three sentences of this Section 12.21 apply to any Lender that is a "bank" within the meaning of Section 88(c)(3)(A) of the Code. With respect to any Lender that is not a "bank" within the meaning of Section 88(c)(3)(A) of the Code that intends to claim exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payment of "portfolio interest," such a Lender shall deliver to Borrower (with a copy to the Administrative Agent) a Form W-8, or any subsequent versions thereof or successors thereto (and, if such Non-U.S. Lender delivers a Form W-8, a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code), properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from U.S. Federal withholding tax on payments of interest by Borrower under this Agreement and the other Loan Documents).

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12.22 Hazardous Material Indemnity. Borrower hereby agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) the Administrative Agent and each of the Lenders and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and the reasonably allocated costs of attorneys employed by the Administrative Agent or any Lender, and expenses to the extent that the defense of any such action has not been assumed by Borrower), arising directly or indirectly out of (i) the presence on, in, under or about any Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by Borrower or any of its predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrower or any predecessor in title or any employees, agents, contractors or subcontractors of Borrower or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on, in, under or about any Real Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrower hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrower under this Section (and under Sections 4.18 and 5.10) shall be unlimited corporate obligations of Borrower and shall not be secured by any Lien on any Real Property. Any obligation or liability of Borrower to any Indemnitee under this Section 12.22 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Lenders.

12.23 Gaming Compliance.

(a) The Administrative Agent and each of the Lenders agree to cooperate with all Gaming Boards in connection with the administration of their regulatory jurisdiction over Borrower and its Subsidiaries, including the provision of such documents or other information as may be requested by any such Gaming Board relating to Borrower or any of its Subsidiaries or to the Loan Documents.

(b) This Agreement and all other Loan Documents are subject to the Gaming Laws. The Administrative Agent and each of the Lenders acknowledge and understand that (a) they are subject to being called forward by the Gaming Boards, in their discretion, for licensing or a finding of suitability as a lender to a gaming licensee; (b) all rights, remedies and powers in or under this Agreement and the other Loan Documents with respect to Collateral (including Member Pledged Collateral) and the ownership and operation of gaming facilities may be exercised only to the extent that the exercise thereof does not violate any applicable mandatory provisions of the Gaming Laws; and (c) all provisions of this Agreement and the other Loan Documents relative to Collateral (including Member Pledged Collateral) and the ownership and operation of gaming facilities are intended to be subject to the Gaming Laws and to be limited solely to the extent necessary to not render the provisions of this Agreement and the other Loan Documents invalid or unenforceable, in whole or in part.

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(c) Subject to the release of any Collateral as contemplated by any of the Loan Documents, the Administrative Agent (or one or more agents or sub-agents of the Administrative Agent) shall, to the extent required by applicable Gaming Laws, retain possession of all Member Pledged Collateral delivered to it within the State of Nevada at a location designated to the Gaming Boards.

12.24 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW.

12.25 Purported Oral Amendments. BORROWER EXPRESSLY ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY MAY ONLY BE AMENDED OR MODIFIED, OR THE PROVISIONS HEREOF OR THEREOF WAIVED OR SUPPLEMENTED, BY AN INSTRUMENT IN WRITING THAT COMPLIES WITH SECTION 12.2. BORROWER AGREES THAT IT WILL NOT RELY ON ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR ORAL OR WRITTEN STATEMENTS BY ANY REPRESENTATIVE OF THE ADMINISTRATIVE AGENT OR ANY LENDER THAT DOES NOT COMPLY WITH SECTION 12.2 TO EFFECT AN AMENDMENT, MODIFICATION, WAIVER OR SUPPLEMENT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

[THIS SPACE INTENTIONALLY LEFT BLANK—SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company
By:	GV Ranch Station, Inc. Its: Manager and a Member
	By:	/s/ Glenn C. Christenson
		Name: Glenn C. Christenson
		Title: Senior Vice President
By:	GCR Gaming, LLC Its: Member
	By:	/s/ Brian Lee Greenspun
		Name: Brian Lee Greenspun
		Title: Manager
Address for Borrower:
c/o Station Casinos, Inc. 2411 West Sahara Avenue Las Vegas, Nevada 89102
Attn: Glenn C. Christenson Executive Vice President
Telecopier: (702) 367-2424 Telephone: (702) 367-2484
With a copy to
GCR Gaming, LLC c/o Phil Peckman 901 North Green Valley Parkway Suite 200 Henderson, Nevada 89014
Telephone: (702) 458-8855 Telecopier: (702) 259-4146

		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ Janice Hammond Janice Hammond Vice President
		Address:
		Bank of America, N.A. Agency Management #12048 CA9-706-11-03 555 South Flower Street, 11th Floor Los Angeles, California 90071
		Attn: Janice Hammond Vice President
		Telecopier: (213) 228-2299 Telephone: (213) 228-9861

		BANK OF AMERICA, N.A., as a Lender
		By:		/s/ Scott L. Faber Scott L. Faber Managing Director
		Address:
		Bank of America, N.A. CA9-706-11-01 555 South Flower Street, 11th Floor Los Angeles, California 90071
		Attn: Scott L. Faber Managing Director
		Telecopier: (213) 228-2641 Telephone: (213) 228-2768
		With a copy to:
		Bank of America, N.A. CA9-706-11-01 555 South Flower Street, 11th Floor Los Angeles, California 90071
		Attn: William Newby Managing Director
		Telecopier: (213) 228-3145 Telephone: (213) 228-2438

		BANKERS TRUST COMPANY
		By:		/s/ Linda Wang
		Title:		Vice President
		Address for notices:
		Bankers Trust Company 130 Liberty Street, Mail Stop 2252 New York, New York 10006
		Attn.: George R. Reynolds
		Facsimile: (212) 669-0743 Telephone: (212) 250-2863

		BANK OF SCOTLAND
		By:		/s/ Joseph Fratus Joseph Fratus
		Title:		Vice President
		Address for notices:
		Bank of Scotland New York Branch 565 Fifth Avenue New York, New York 10017
		Attn.: Joseph Fratus, Vice President
		Facsimile: (212) 557-9460 Telephone: (212) 450-0837

		LEHMAN COMMERCIAL PAPER, INC.
		By:		/s/ Michele Swanson
		Title:		Authorized Signatory
		Address for notices:
		Lehman Commercial Paper, Inc. c/o Simpson Thatcher & Bartlett 425 Lexington Avenue, Suite 2533 New York, New York 10017 Attention: Michelle Swanson
		Attn.: Paul Cugno
		Facsimile: (212) 455 2502 Attention: Lehman Loan Group, Suite 2533 Telephone: (212) 455 7564

		WELLS FARGO BANK, N.A.
		By:		/s/ Clark A. Wood Clark A. Wood
		Title:		Vice President
		Address for notices:
		Wells Fargo Bank, N.A. Gaming Division, Fourth Floor 3800 Howard Hughes Parkway Las Vegas, NV 89109
		Attn.: Clark A. Wood, Vice President
		Facsimile: (702) 791-6365 Telephone: (702) 791-6351

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EXHIBIT 4.2
REDUCING REVOLVING LOAN AGREEMENT
TABLE OF CONTENTS
REDUCING REVOLVING LOAN AGREEMENT
Article 1 DEFINITIONS AND ACCOUNTING TERMS
Article 2 LOANS AND LETTERS OF CREDIT
Article 3 PAYMENTS AND FEES
Article 4 REPRESENTATIONS AND WARRANTIES
Article 5 AFFIRMATIVE COVENANTS OTHER THAN INFORMATION ANDREPORTING REQUIREMENTS
Article 6 NEGATIVE COVENANTS
Article 7 CONSTRUCTION PERIOD COVENANTS
Article 8 INFORMATION AND REPORTING REQUIREMENTS
Article 9 CONDITIONS
Article 10 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
Article 11 THE ADMINISTRATIVE AGENT
Article 12 MISCELLANEOUS
EX-4.3 5 a2062475zex-4_3.htm EXHIBIT 4.3 Prepared by MERRILL CORPORATION
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EXHIBIT 4.3

COMPLETION GUARANTY

This Completion Guaranty is made as of September 18, 2001 by Station Casinos, Inc., a Nevada corporation ("Station"), GCR Gaming, LLC, a Nevada limited liability company ("GCR Gaming"), and GV Ranch Station, Inc., a Nevada corporation ("GV Ranch Station"), jointly and severally in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Lenders under the Loan Agreement described below. Station, GCR Gaming and GV Ranch Station are each referred to herein as a "Completion Guarantor" and collectively, as "Completion Guarantors". Capitalized terms used but not defined herein shall have the meanings defined for those terms in the Loan Agreement described below.

RECITALS

A. Pursuant to the Reducing Revolving Loan Agreement (as amended, supplemented or otherwise modified from time to time, the "Loan Agreement") of even date herewith by and among Green Valley Ranch Gaming, LLC, a Nevada limited liability company ("Borrower"), the lenders from time to time parties thereto (each a "Lender" and collectively, the "Lenders"), and Bank of America, N.A., as Administrative Agent, the Lenders have agreed to extend certain credit facilities to Borrower, the proceeds of which shall be used, inter alia, to construct the Green Valley Ranch Casino.

B. The obligations of GCR Gaming and GV Ranch Station hereunder shall be secured by the Member Pledge Agreement referred to in the Loan Agreement. As of the date hereof, the obligations of Station hereunder are unsecured.

C. This Completion Guaranty is the "Completion Guaranty" referred to in the Loan Agreement and one of the Loan Documents described therein.

AGREEMENT

NOW, THEREFORE, in order to induce the Lenders to extend credit facilities to Borrower under the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Completion Guarantors hereby jointly and severally agree as follows:

1. Completion Guaranty and Agreement.

Completion Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantee that the Completion Guarantors shall complete or cause to be completed in accordance with Section 4.2 the construction of the Project other than the Post Completion Improvements in material conformity with the Construction Plans (in each case as the same exist as of the Closing Date and with such changes thereto as are permitted by the Loan Agreement), free and clear of material defects and Liens or claims for Liens for material supplied or labor or services performed in connection therewith, except for Permitted Encumbrances and Permitted Rights of Others and Liens permitted under Section 6.8 of the Loan Agreement (i.e., the Project is "Physically Complete") and the opening of the Project for business to accommodate gaming patrons (i.e., the Project is "Legally Open"), in each case in accordance with the Construction Budget and the Construction Timetable (as in effect on the date hereof and with such changes thereto as are permitted pursuant to the terms of the Loan Agreement).

Without limitation on the foregoing:

(a) if as of any date the total cost of construction, design, and development of the Project (and of all other costs contemplated by the Construction Budget) theretofore expended exceeds $300,000,000, Completion Guarantors shall each make (or cause to be made), within five Business Days following demand by the Administrative Agent, Cash Equity Contributions to Borrower in an aggregate amount which is equal to the greater of (i) the Estimated Completion Amount, or (ii) unless the Project is then Physically Complete, the amount of such excess. As used herein, the "Estimated Completion Amount" is the amount (as determined by the Administrative Agent in its

sole discretion after consultation with CSG) equal to the sum of (y) the amount by which the actual completion cost (or theretofore expended amounts) for each line item in the Construction Budget has been exceeded (net of any savings on any completed line items), plus,without duplication, (z) to the extent that Loans are not then available under the Loan Agreement, the remaining unexpended amount of the Construction Budget; and

(b) the Completion Guarantors agree that to the extent that the Borrower lacks sufficient cash resources to pay the same when due, they shall immediately pay in cash all costs of construction, design, and development of the Project which are in excess of the aggregate sum of $300,000,000.

2. Payment Provisions in the Event of Bankruptcy.

In the event, prior to the Completion Guaranty Termination Date, that Borrower becomes insolvent or subject to an Insolvency Proceeding as defined below, notwithstanding Section 1, Completion Guarantors jointly and severally guarantee and agree that:

(a) To the extent that the Estimated Completion Amount exceeds $300,000,000, the Completion Guarantors shall upon demand by the Administrative Agent make or cause to be made Cash payments in the amount of such excess into an interest-bearing deposit account established by the Administrative Agent in its own name at Bank of America (the "Deposit Account") in which the Administrative Agent is hereby granted a security interest for the benefit of the Lenders. The Deposit Account is intended to be a "deposit account" for the purposes of Nevada Revised Statutes ("NRS") 40.430.4(g). Such funds in the Deposit Account shall only be available for, and used to complete, construction of the Project.

(b) If the Completion Date does not occur on or before February 1, 2002, Completion Guarantors shall immediately make or cause to be made a Cash payment into the Deposit Account in the amount required under Section 1. Such funds shall be held in the Deposit Account as additional collateral for the Obligations under the Loan Agreement; provided that, if requested by Borrower, such funds shall be applied, with the approval of the Requisite Lenders (which shall not be unreasonably withheld) to payment of such other obligations of Borrower incurred in the ordinary course for the acquisition of goods or services which have enhanced or maintained the value of the Collateral covered by the Collateral Documents.

(c) The Cash payments into the Deposit Account and the funds therein shall be free and clear of any third party claims thereto, including any claims by Borrower as a third party beneficiary under this Completion Guaranty. The Completion Guarantors and the Administrative Agent on behalf of the Lenders specifically agree that Borrower is not an intended third party beneficiary to this Completion Guaranty and that Borrower has no rights under this Completion Guaranty.

(d) If, notwithstanding Section 2(a) or 2(b) above, Borrower asserts in an Insolvency Proceeding that it holds the right under this Completion Guaranty to have Cash Equity Contributions made to it directly or that funds in the Deposit Account deposited pursuant to Section 2(a) shall or may be used for any purposes other than completion of the Project or that funds in the Deposit Account deposited pursuant to Section 2(b) are not collateral solely for the Obligations under the Loan Agreement, then Completion Guarantors shall contest such assertion in such Insolvency Proceeding to the best of their respective ability.

(e) The term "Insolvency Proceeding" means any case or proceeding, voluntary or involuntary, under the Bankruptcy Code, any Debtor Relief Law or any similar existing or future law of any jurisdiction, state or federal, relating to bankruptcy, insolvency reorganization or relief of debtors.

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3. Performance of Completion Guaranty. In fulfilling the obligations hereunder, Completion Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantee, promise and agree in accordance with Section 4.2 to cause Borrower to perform and comply with all provisions and conditions of the Loan Agreement relating to (a) the construction of the Project and the Project becoming Legally Open within the time and in the manner set forth in Construction Plans and the Construction Timetable, (b) the payment of all costs and expenses thereof, (c) the payment, satisfaction or discharge of all Liens (other than Permitted Encumbrances and Permitted Rights of Others and Liens under Section 6.8 of the Loan Agreement) that are or may be imposed upon or asserted against Borrower, the Project or the Project Property in connection with the construction of the Project, and (d) the defense and indemnification of the Administrative Agent and the Lenders against all such Liens (other then Permitted Encumbrances and Permitted Rights of Others and Liens under Section 6.8 of the Loan Agreement), whether arising from the furnishing of labor, materials, supplies or equipment, from taxes, assessments, fees or other charges, from injuries or damage to Persons or property, or otherwise in connection with the construction of the Project. Without limiting the generality of the foregoing, Completion Guarantors jointly and severally agree (w) to cause any and all costs of constructing and completing the Project and causing the Project to become Legally Open, including, without limitation, the costs of all labor, materials, supplies and equipment related thereto, to be paid and satisfied as the same shall become due, subject to Completion Guarantors' right to remove any Liens arising therefrom by securing bond(s) therefor, (x) to cause the net amount of cost overruns to be directly or indirectly funded, paid and satisfied from Completion Guarantors' own resources, (y) directly or indirectly to cause the completion of the Project in a timely, good, workmanlike and Lien-free manner (except for Permitted Encumbrances and Permitted Rights of Others and Liens under Section 6.8 of the Loan Agreement), in accordance in all material respects with the terms of the Construction Plans, the Construction Budget and the Construction Timetable and (z) to cause all pre-operating and carrying costs of the Project, including, without limitation the payment of taxes, assessments, utilities, insurance and maintenance expenses, to be funded, paid and satisfied as the same shall become due throughout the term of this Completion Guaranty.

4. Procedures for Completion.

4.1 In the event that Borrower fails to perform all of its Obligations under the Loan Agreement relating to construction of the Project and causing the Project to be Legally Open, then in any such event or at any time thereafter, the Administrative Agent may give written notice to Completion Guarantors of the occurrence of such event.

4.2 Within ten days after the date on which the Administrative Agent gives any such notice to Completion Guarantor, if and to the extent that Borrower continues to fail to perform its Obligations under the Loan Agreement relating to the construction of the Project (the "Construction Obligations") or causing the Project to be Legally Open, Completion Guarantors shall:

(a) commence to complete the construction of the Project and do all things reasonably required to cause the Project to promptly be Legally Open at their sole cost;

(b) diligently prosecute the construction of the Project to completion within the time and in the manner specified in the Construction Timetable, free of Liens (other than Permitted Encumbrances and Permitted Rights of Others and Liens under Section 6.8 of the Loan Agreement) and fully paid for and diligently prosecute causing the Project to be Legally Open; and

(c) defend, indemnify and hold the Administrative Agent and/or the Lenders harmless from all losses, costs, liabilities and expenses, including reasonable attorneys' fees, incurred in connection with such completion and the Project becoming Legally Open, in each case other than arising as a result of the gross negligence or wilful misconduct of the Administrative Agent or a Lender.

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If and to the extent that, at any time following the giving such notice, the Completion Guarantors remedy the failures of Borrower to comply with the Construction Obligations or to cause the Project to be Legally Open in a manner which is acceptable to the Administrative Agent in the exercise of its discretion (including without limitation the funding of any construction over-runs from other sources), and provided that no Default or Event of Default then exists (other than (i) Defaults or Events of Default which arise solely from the failure of Borrower to timely construct the Project or to construct it in accordance with the Approved Plans and Approved Budget and which, in the determination of the Administrative Agent, have been cured to the extent which is commercially practicable, (ii) Events of Default arising solely from the failure of Borrower to comply with any financial covenant set forth in the Loan Agreement for any past compliance period, provided that Borrower is in compliance with such financial covenant and with all other financial covenants set forth in the Loan Agreement for the then current compliance period, or (iii) other Defaults or Events of Default to the extent that the circumstances giving rise thereto have been cured or otherwise addressed to the satisfaction of the Administrative Agent in its sole and unfettered discretion), then, subject to the terms and conditions of the Loan Agreement, the Administrative Agent and the Lenders shall continue to make Loans and Letters of Credit available to the Borrower for the completion of the Project.

4.3 If Completion Guarantors fail to commence to complete the construction of the Project or diligently to prosecute such construction to timely completion as provided in Section 4.2 above, then the right of the Administrative Agent to recover under Section 5 shall not be affected or diminished by its exercise of the rights and remedies that may be available to the Administrative Agent under the Loan Agreement and the other Loan Documents, at law or in equity, including:

(a) Administrative Agent may, at the Administrative Agent's option, enter the Project Property to complete construction of the Project (either itself or through any agent, contractor or subcontractor of its selection), which option of the Administrative Agent shall be exercisable whether or not the Administrative Agent elects to proceed judicially or non-judicially to foreclose on all or any portion of the Collateral.

(b) The Administrative Agent, at its option and in accordance with the Loan Agreement and the other Loan Documents, shall have the right, but shall have no obligation, to proceed judicially or non-judicially to foreclose on all or any portion of the Collateral, exercisable whether or not the Administrative Agent elects to undertake to complete the construction of the Project.

(c) If the Administrative Agent elects to undertake to complete the construction of the Project, and whether or not the Administrative Agent elects to proceed judicially or non-judicially to foreclose on all or any portion of the Collateral, the Administrative Agent shall have the right to recover damages from Completion Guarantors in an amount equal to the sum of:

(i) The costs reasonably incurred or reasonably estimated to be incurred by the Administrative Agent to complete the construction of the Project, provided that with respect to damages recovered for costs estimated to be incurred by the Administrative Agent, such funds shall be used for no purpose other than the construction of the Project (the "Cost to Complete") and provided further that should the total actual costs incurred by the Administrative Agent to complete the construction of the Project be less than the Cost to Complete, the amount by which the Cost to Complete recovered by the Administrative Agent exceeds such actual construction costs shall be remitted to Completion Guarantors; plus

(ii) All unreimbursed costs and expenses, including attorneys' fees, reasonably incurred by the Administrative Agent in protecting and preserving the Project and enforcing or defending the interests of the Lenders under this Completion Guaranty (the "Unreimbursed Expenses").

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(d) In any action or proceeding by the Administrative Agent to recover damages from Completion Guarantors, the Administrative Agent may exercise any and all remedies available under applicable Law.

4.4 The parties recognize that the choice of remedies by the Administrative Agent will necessarily and properly be a matter of business judgment, which the passage of time and events may or may not prove to have been the best choice to maximize recovery by the Administrative Agent at the lowest cost to either the Borrower or the Completion Guarantors. In recognition of the foregoing, to the fullest extent permitted by Law, each Completion Guarantor agrees that it shall not assert, and each Completion Guarantor hereby waives, any and all claims against the Administrative Agent, the Lenders and the other Creditors that any exercise of remedies or any election of remedies thereby has resulted (a) in actual or general damages to the Borrower, the Completion Guarantors or any Party as a result of the simple negligence of the Administrative Agent, the Lenders or any Creditor, or (b) in special, indirect, consequential, exemplary or punitive damages (as opposed to actual or general damages) except to the extent arising out any such action taken thereby in bad faith or constituting wilful misconduct or gross negligence on the part of the Administrative Agent, the Lenders or any Creditor. In any event, any claim of the Completion Guarantors, or either of them alleging damages to the Borrower, the Completion Guarantors or any other Person, shall not be asserted as a defense to payment under this Completion Guaranty or as a set-off or basis for any claim of failure to mitigate damages in any action or proceeding arising from this Completion Guaranty, but shall instead be asserted in a separate action or actions against the Administrative Agent or other relevant party.

5. Commencement of Lawsuit by Administrative Agent; Measure of Damages. At any time after the occurrence of an Event of Default under this Completion Guaranty, Administrative Agent, on behalf of the Lenders, may commence a lawsuit against Completion Guarantors or either of them to compel Completion Guarantors or either of them to perform their respective obligations under this Completion Guaranty and/or to recover damages under this Completion Guaranty. The Lenders' damages under this Completion Guaranty shall include, without duplication: (a) the costs of completing the Project and/or correcting any construction defects, (b) damages arising from any delay in completing the Project, including interest, taxes and insurance premiums, and (c) the Unreimbursed Expenses. Administrative Agent need not perform any work on the Project before commencing such a lawsuit. EACH COMPLETION GUARANTOR EXPRESSLY ACKNOWLEDGES THAT THE MEASURE OF THE LENDERS' DAMAGES FOR BREACH OF THIS COMPLETION GUARANTY SHALL BE BASED ON THE COSTS OF COMPLETING THE PROJECT, NOT THE EXTENT TO WHICH COMPLETING THE PROJECT WOULD INCREASE THE VALUE OF THE PROJECT PROPERTY.

6. Relationship to Other Agreements. Nothing herein shall in any way modify or limit the effect of terms or conditions set forth in any other document, instrument or agreement executed by Completion Guarantors or in connection with obligations guarantied hereby, but each and every term and condition hereof shall be in addition thereto. All provisions contained in the Loan Agreement that apply to Loan Documents generally are fully applicable to this Completion Guaranty and are incorporated herein by this reference.

7. Subordination of Indebtedness of Borrower to Completion Guarantors. Each Completion Guarantor agrees that:

(a) Any indebtedness of Borrower now or hereafter owed to Completion Guarantors or either of them hereby is subordinated to the obligations guarantied hereby.

(b) If Administrative Agent so requests, upon the occurrence and during the continuance of any Event of Default, any such indebtedness of Borrower now or hereafter owed to Completion Guarantors, or any of them, shall be collected, enforced and received by the applicable Completion Guarantor as trustee for Lenders and shall be paid over to the Administrative Agent for the

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benefit of Lenders in kind on account of the obligations guarantied hereby, and shall be applied by the Administrative Agent to construction of the Project.

(c) Should Completion Guarantors fail to collect or enforce any such indebtedness of Borrower now or hereafter owed to Completion Guarantors or any of them and pay the proceeds thereof to the Administrative Agent for the benefit of Lenders in accordance with Section 7(b) hereof, Administrative Agent as Completion Guarantors' attorney-in-fact may do such acts and sign such documents in the applicable Completion Guarantor's name as Administrative Agent considers necessary or desirable to effect such collection, enforcement and/or payment.

8. Statutes of Limitations and Other Laws. Until the obligations guarantied hereby shall have been paid and performed in full, all the rights, privileges, powers and remedies granted to the Administrative Agent and the Lenders hereunder shall continue to exist and may be exercised by Administrative Agent for the benefit of the Lenders at any time and from time to time irrespective of the fact that any of the obligations guarantied hereby may have become barred by any statute of limitations. Completion Guarantors expressly waive, to the fullest extent permitted by law, the benefit of any and all statutes of limitation, and any and all Laws providing for exemption of property from execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by applicable Laws.

9. Waivers and Consents. Completion Guarantors acknowledge that the obligations undertaken herein involve the Completion Guaranty of obligations of Persons other than Completion Guarantors and, in full recognition of that fact, consents and agrees, to the fullest extent permitted by law, that the Administrative Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the obligations guarantied hereby or any part thereof (other than Article 7 of the Loan Agreement), including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations guarantied hereby or any part thereof, or any of the Loan Documents to which Completion Guarantors are not a party or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations guarantied hereby or any part thereof; (d) accept partial payments on the obligations guarantied hereby; (e) receive and hold additional security or guaranties for the obligations guarantied hereby or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security, and apply any security and direct the order or manner of sale thereof as Administrative Agent and the Lenders in their sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the obligations guarantied hereby or any part thereof; (h) settle, release on terms satisfactory to Lenders or by operation of applicable Laws or otherwise liquidate or enforce any obligations guarantied hereby and any security therefor in any manner, (i) consent to the transfer of any security and bid and purchase at any sale; and/or (j) consent to the merger, change or any other restructuring or termination of the existence of Borrower, any Member thereof, any Completion Guarantor or any other Person, and correspondingly restructure the obligations guarantied hereby, and any such merger, change, restructuring or termination shall not affect the liability of Completion Guarantors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the obligations guarantied hereby.

Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Lenders, may enforce this Completion Guaranty independently as to each Completion Guarantor and independently of any other remedy or security Lenders at any time may have or hold in connection with the obligations guarantied hereby. Each Completion Guarantor

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expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against Borrower or any one or more Completion Guarantors without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Completion Guarantor agrees that Lenders and Borrower and any Affiliates of Borrower may deal with each other in connection with the obligations guarantied hereby or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Completion Guaranty. The rights of Administrative Agent and Lenders created or granted herein and the enforceability of this Completion Guaranty with respect to Completion Guarantors at all times shall remain effective to guaranty the performance, and/or payment in full, of each of the obligations guarantied hereby even though such obligations, or any part thereof, or any security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Completion Guarantor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Completion Guarantor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower respect to the obligations guaranteed hereby, (b) the unenforceability or invalidity of any security or guaranty for the obligations guarantied hereby or the lack of perfection or continuing perfection or failure of priority of any security for the obligations guarantied hereby, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations guarantied hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Completion Guaranty, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Completion Guarantors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any obligations guarantied, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any obligations guarantied hereby, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the obligations guarantied hereby or any security or guaranty therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or Completion Guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or Completion Guarantor's obligation in proportion to the principal obligation, (i) any failure of Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative Agent or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the obligations guarantied hereby (or any interest thereon) in or as a result of any such proceeding, (p) to the extent permitted in paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Each Completion Guarantor expressly waives all

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setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the obligations guarantied hereby, and all notices of acceptance of Completion Guaranty or of the existence, creation or incurrence of new or additional obligations to be guarantied hereby. The Administrative Agent and the Lenders may approve modifications to the Construction Contracts, Construction Budget and/or the Construction Timetable, and may change the terms or conditions of disbursement of the Loan in any manner agreed to by the Borrower.

10. Condition of Borrower, its Members and its Subsidiaries. Each Completion Guarantor represents and warrants to the Administrative Agent and the Lenders that such Completion Guarantor has established adequate means of obtaining from Borrower, its Members and its Subsidiaries, if any, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Borrower, its Members and its Subsidiaries, if any and their respective Properties, and Completion Guarantors now are and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of Borrower, its Members and its Subsidiaries, if any, and their respective Properties. Each Completion Guarantor hereby expressly waives and relinquishes any duty on the part of Administrative Agent or the Lenders (should any such duty exist) to disclose to Completion Guarantors any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of Borrower, its Members or its Subsidiaries, if any, or their respective Properties, whether now known or hereafter known by Administrative Agent or any Lender during the life of this Completion Guaranty. With respect to any of the obligations guarantied hereby, neither Administrative Agent nor the Lenders need inquire into the powers of Borrower, its Members or any of its Subsidiaries or the officers or employees acting or purporting to act on their behalf, and all obligations guarantied hereby made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.

11. Liens on Real Property. In the event that all or any part of the obligations guarantied hereby at any time are secured by any one or more deeds of trust or mortgages or other instruments creating or granting Liens on any interests in real Property, each Completion Guarantor authorizes Administrative Agent, for the benefit of Lenders, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice (other than notice of foreclosure or sale, which the Administrative Agent shall endeavor, but shall not be obligated, to provide to each Completion Guarantor) or demand and without affecting any obligations guarantied hereby, the enforceability of this Completion Guaranty, or the validity or enforceability of any Liens of Administrative Agent or the Lenders on any Collateral, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. Each Completion Guarantor expressly waives any defenses to the enforcement of this Completion Guaranty or any rights of the Administrative Agent or the Lenders created or granted hereby or to the recovery by Administrative Agent or the Lenders against Borrower, Completion Guarantors or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale because all or any part of the obligations guarantied hereby are secured by real Property. This means, among other things: (1) Administrative Agent, for the benefit of Lenders, may collect from either Completion Guarantor without first foreclosing on any real or personal Property collateral pledged by the Borrower; (2) if the Administrative Agent, for the benefit of Lenders, forecloses on any real Property collateral pledged by the Borrower: (A) the amount of the obligations guarantied hereby may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (B) the Administrative Agent, for the benefit of Lenders, may collect from either Completion Guarantor even if the Administrative Agent, by foreclosing on the real Property collateral, has destroyed any right Completion Guarantors may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Completion Guarantors may have because all or any part of the obligations guarantied hereby are secured by real Property. Each

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Completion Guarantor expressly waives any defenses or benefits that may be derived from California Code of Civil Procedure §§ 580a, 580b, 580d or 726, or comparable provisions of the Laws of any other jurisdiction, including, without limitation, NRS Section 40.430 and judicial decisions relating thereto, and NRS Sections 40.451, 40.455, 40.457 and 40.459, and all other suretyship defenses it otherwise might or would have under Nevada Law or other applicable Law.

12. Standstill of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which either Completion Guarantor is a Party, for as long as the this Agreement remains in effect, each Completion Guarantor hereby expressly agrees with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, to forbear exercising any and all rights at Law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a Completion Guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which either Completion Guarantor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Completion Guarantor's execution, delivery and/or performance of this Completion Guaranty or any other Loan Document to which either Completion Guarantor is a party. Each Completion Guarantor agrees, for as long as this Agreement remains in effect, that it shall not assert any such rights against Borrower or its successors and assigns or any other Person (including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against that Completion Guarantor by Borrower (whether as borrower or in any other capacity), Administrative Agent, any Lender or any other such Person. Notwithstanding the foregoing provisions of this Section, it is agreed that for so long as no Event of Default has been asserted by the Administrative Agent and the Lenders, and has not thereafter been waived by them in writing, any of the Parties to this Agreement may exercise and assert any rights which they have against the other Parties to this Agreement (but not against the Borrower), but that upon the occurrence and during the continuance of any Event of Default, they shall cease or stay the exercise or assertion of any such rights or claims unless the Administrative Agent otherwise consents in writing, the Obligations are fully repaid, or such Event of Default has been cured or waived in writing. Each Completion Guarantor hereby acknowledges and agrees that this forbearance and standstill agreement is intended to benefit Borrower, Administrative Agent and Lenders and shall not limit or otherwise affect Completion Guarantors' liability hereunder, under any other Loan Document to which either Completion Guarantor is a party, or the enforceability hereof or thereof.

13. Understandings With Respect to Waivers and Consents. Each Completion Guarantor warrants and agrees that each of the waivers and consents set forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Completion Guarantor otherwise may have against Borrower, Administrative Agent, any Lender or others, or against any Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. Each Completion Guarantor acknowledges that it has either consulted with legal counsel regarding the effect of this Completion Guaranty and the waivers and consents set forth herein, or has made an informed decision not to do so. If this Completion Guaranty or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable Law, this Completion Guaranty and such waivers and consents shall be effective to the maximum extent permitted by Law.

14. Completion Guaranty to be Absolute. Completion Guarantors expressly agree, to the fullest extent permitted by law, that until each and every term, covenant and condition of this Completion

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Guaranty is fully performed by the Completion Guarantors, the Completion Guarantors shall not be released by or because of:

(a) Any act or event which might otherwise discharge, reduce, limit or modify Completion Guarantors' obligations under this Completion Guaranty;

(b) Any waiver, extension, modification, forbearance, delay or other act or omission of the Administrative Agent or the Lenders, or any failure to proceed promptly or otherwise as against Borrower, Completion Guarantor or any security;

(c) Any action, omission or circumstance which might increase the likelihood that Completion Guarantors may be called upon to perform under this Completion Guaranty or which might affect the rights or remedies of Completion Guarantors as against Borrower; or

(d) Any dealings occurring at any time between Borrower, the Administrative Agent or any Lender, whether relating to the Loans or otherwise.

Completion Guarantors hereby expressly waive and surrender any defense to its liability under this Completion Guaranty based upon any of the foregoing acts, omissions, agreements, waivers or matters. It is the purpose and intent of this Completion Guaranty that the obligations of Completion Guarantor under it shall be absolute and unconditional under any and all circumstances.

15. Financial Information. Station agrees that it shall keep true and correct financial books and records, using generally accepted accounting principles consistently applied. Station shall provide to the Administrative Agent, for the benefit of Lenders such financial statements and other information respecting Station as is required under Section 8.1 of the Loan Agreement and such other information concerning its affairs and properties as the Administrative Agent or any Lender may reasonably request. Any confidential information of Station so furnished shall be subject to the provisions of Section 12.14 of the Loan Agreement.

16. Completion Guarantor's Representations and Warranties. Each Completion Guarantor represents and warrants as to itself that:

(a) All financial statements and other financial information furnished or to be furnished to the Administrative Agent or the Lenders by such Completion Guarantor are or will be true and correct and do or will fairly represent the financial condition of such Completion Guarantor as of the dates and for the periods covered thereby;

(b) All such financial statements were or will be prepared in accordance with Generally Accepted Accounting Principles, consistently applied;

(c) There has been no material adverse change in such Completion Guarantor's financial condition since the dates of the statements most recently furnished to the Administrative Agent for the benefit of Lenders prior to the date hereof; and

(d) The performance of this Completion Guaranty will not violate any indenture, credit agreement or other material agreement to which such Completion Guarantor is a party.

17. Events of Default. The Administrative Agent may declare Completion Guarantors to be in default under this Completion Guaranty upon the occurrence of any of the following events ("Events of Default"):

(a) The Completion Guarantors fail to perform any of their obligations under this Completion Guaranty within five Business Days after written demand therefor by the Administrative Agent; or

(b) Any Completion Guarantor revokes this Completion Guaranty or disputes the validity hereof or this Completion Guaranty becomes ineffective for any reason; or

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(c) Any representation or warranty made or given by any Completion Guarantor in any Loan Document proves to be false or misleading in any material respect; or

(d) Any Completion Guarantor becomes insolvent or the subject of any case or proceeding, voluntary or involuntary, under the Bankruptcy Code or any similar existing or future law of any jurisdiction, state or federal, relating to bankruptcy, insolvency, reorganization or relief of debtors and, in the case of an involuntary case or proceeding, the same continues undismissed or unstayed for ninety (90) calendar days provided that if such event may constitute an Event of Default under Section 10.1(r) of the Loan Agreement, then such event shall not constitute an Event of Default hereunder unless and until it constitutes an Event of Default under said Section 10.1(r); or

(e) Any Completion Guarantor dissolves or liquidates.

18. Authorization; No Violation. Each Completion Guarantor represents and warrants as to itself that:

(a) It is authorized to execute, deliver and perform under this Completion Guaranty, which is a valid and binding obligation of such Completion Guarantor enforceable against such Completion Guarantor in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion;

(b) No provision or obligation of Completion Guarantors contained in this Completion Guaranty violates any Requirement of Law applicable to Completion Guarantors; and

(c) No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement to which any Completion Guarantor is a party.

19. Additional and Independent Obligations. Completion Guarantors' obligations under this Completion Guaranty are in addition to its obligations under any other existing or future guaranties given in connection with the Loan Agreement, and they shall remain in full force and effect until (a) they are performed in full or (b) they terminate in accordance with the terms hereof. Completion Guarantors' obligations under this Completion Guaranty are independent of those of Borrower under the other Loan Documents. The Administrative Agent may bring a separate action, or commence a separate reference or arbitration proceeding against either Completion Guarantor without first proceeding against Borrower or any other Completion Guarantor, any other person or any security that the Administrative Agent or the Lenders may hold, and without pursuing any other remedy. The rights of the Administrative Agent and the Lenders under this Completion Guaranty shall not be exhausted by any action by the Administrative Agent or any Lender until the earlier of (a) the Completion Guaranty Termination Date, or (b) the date upon which Obligations under the Loan Agreement have been paid and performed in full.

20. No Waiver; Consents; Cumulative Remedies. Each waiver by the Administrative Agent and the Lenders must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from the Administrative Agent's or any Lender's delay in exercising or failure to exercise any right or remedy against Borrower, either Completion Guarantor or any security. Consent by the Administrative Agent or any Lender to any act or omission by Borrower or any Completion Guarantor shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for their consent to be obtained in any future or other instance. All remedies of the Administrative Agent and the Lenders against Borrower and Completion Guarantor are cumulative.

21. Release; Termination. This Completion Guaranty shall automatically terminate upon the date (the "Completion Guaranty Termination Date") upon which both (y) the Project is Physically Complete and Legally Open (as described in Section 1) and the Borrower has given notice (the "Completion

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Notice") to the Administrative Agent of that fact in a writing making reference to this Completion Guaranty and this Section, and (z) the Completion Guarantors have made any payments required under this Completion Guaranty which the Administrative Agent has requested within 10 Business Days following the date of such Completion Notice. Absent such termination, Completion Guarantors shall not be released from their respective obligations under this Completion Guaranty except by a writing signed by the Administrative Agent with the consent of such percentage of the Lenders as is required under the Loan Agreement or upon delivery and acceptance by the Administrative Agent and of the Completion Certificates specified in Section 7.14 of the Loan Agreement. Following the Completion Guaranty Termination Date, the Administrative Agent shall confirm the termination and release of this Agreement in writing promptly following the request of any Completion Guarantor.

22. Successors and Assigns; Participations. The terms of this Completion Guaranty shall bind and benefit the legal representatives, successors and assigns of the Administrative Agent, the Lenders and the Completion Guarantors; provided, however, that neither Completion Guarantor may assign this Completion Guaranty, or assign or delegate any of its rights or obligations under this Completion Guaranty, without the prior written consent of the Administrative Agent in each instance. The Lenders may sell or assign participations or other interests in the Loans and this Completion Guaranty, in accordance with Section 12.8 of the Loan Agreement. Also without notice to or the consent of Completion Guarantors, the Administrative Agent and the Lenders may disclose any and all information in their possession concerning Completion Guarantors, this Completion Guaranty and any security for this Completion Guaranty to any actual or prospective purchaser of any securities issued or to be issued by Lenders, and to any actual or prospective purchaser or assignee of any participation or other interest in the Loan Documents, all in accordance with Section 12.14 of the Loan Agreement.

23. Governing Law. This Completion Guaranty shall be governed by, and construed in accordance with, the local Laws of the State of California.

24. Costs and Expenses. If any lawsuit, reference or arbitration is commenced which arises out of, or which relates to this Completion Guaranty, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees (including reasonably allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by Law. In all other situations, including any Insolvency Proceeding, Completion Guarantors jointly and severally agree to pay all of the Administrative Agent's and the Lenders' reasonable costs and expenses, including attorneys' fees (including reasonably allocated costs for services of their respective in-house counsel without duplication) which may be incurred in any effort to collect or enforce this Completion Guaranty. From the time(s) demanded until paid in full, all sums shall bear interest at the Default Rate.

25. Integration; Modifications. This Completion Guaranty (a) integrates all the terms and conditions mentioned in or incidental to this Completion Guaranty, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Completion Guarantors, the Administrative Agent and the Lenders as the final expression of the agreement with respect to the terms and conditions set forth in this Completion Guaranty and as the complete and exclusive statement of the terms agreed to by Completion Guarantor, the Administrative Agent and the Lenders. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in this Completion Guaranty.

26. Waiver of Right to Trial by Jury. EACH PARTY TO THIS COMPLETION GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS COMPLETION GUARANTY, THE LOAN AGREEMENT AND ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS

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RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS COMPLETION GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

27. Notices. Notices hereunder shall be in writing and shall be delivered in the manner prescribed for notices in the Loan Agreement.

28. Miscellaneous. The illegality or unenforceability of one or more provisions of this Completion Guaranty shall not affect any other provision.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, Completion Guarantors have executed this Completion Guaranty as of the date first written above by their respective duly authorized officers.

"Completion Guarantors" STATION CASINOS, INC.
By:	/s/ GLENN C. CHRISTENSON
	Name:	Glenn C. Christenson
	Title:	Executive Vice President
Address: 2411 West Sahara Avenue Las Vegas, Nevada 89102 Attn: Glenn C. Christenson Executive Vice President
Telecopier: (702) 367-2424 Telephone: (702) 367-2484
GCR GAMING, LLC, a Nevada limited liability company
By:	/s/ BRIAN LEE GREENSPUN
	Name:	Brian Lee Greenspun
	Title:	Manager
Address: GCR Gaming, LLC c/o Phil Peckman 901 North Green Valley Parkway Suite 200 Henderson, Nevada 89014
Telecopier: (702) 458-8855 Telephone: (702) 259-4146

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GV RANCH STATION, INC., a Nevada corporation
By:	/s/ SCOTT M. NIELSON
	Name:	Scott M. Nielson
	Title:	Secretary
Address: c/o Station Casinos, Inc. 2411 West Sahara Avenue Las Vegas, Nevada 89102 Attn: Glenn C. Christenson Executive Vice President
Telecopier: (702) 367-2424 Telephone: (702) 367-2484

Accepted:

BANK OF AMERICA, N.A.
as Administrative Agent for the benefit
of the Lenders

By:

/s/ JANICE HAMMOND

Janice Hammond
Vice President

Address:

Bank of America, N.A.
Agency Management # 12048
CA9-706-11-03
555 South Flower Street, 11th Floor
Los Angeles, California 90071

Attn: Janice Hammond
Vice President

Telecopier: (213) 228-2299
Telephone: (213) 228-9861

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Exhibit A—form of Zoning Endorsement

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QuickLinks

EXHIBIT 4.3
COMPLETION GUARANTY
RECITALS
AGREEMENT
Exhibit A—form of Zoning Endorsement
EX-4.4 6 a2062475zex-4_4.htm EXHIBIT 4.4 Prepared by MERRILL CORPORATION
QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 4.4

MAKE-WELL AGREEMENT

This Make-Well Agreement (as amended, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of September 18, 2001, by Station Casinos, Inc., a Nevada corporation ("Station"), GCR Gaming, LLC, a Nevada limited liability company ("GCR Gaming"), and GV Ranch Station, Inc., a Nevada corporation ("GV Ranch Station"), jointly and severally, in favor of Bank of America, N.A., as Administrative Agent for the benefit of the Lenders under the Loan Agreement described below. Station, GCR Gaming and GV Ranch Station are each referred to herein as a "Obligor" and collectively, as "Obligors".

RECITALS

B. The Loan Agreement provides, as a condition precedent to the Lenders' obligation to extend such credit facilities to Borrower, that Obligors shall enter into this Agreement, and shall make or cause to be made Cash Equity Contributions to the Borrower in the amounts and under the terms and conditions set forth herein.

C. The obligations of GCR Gaming and GV Ranch Station hereunder shall be secured by the Member Pledge Agreement referred to in the Loan Agreement, and the obligations of GCR Gaming hereunder shall be secured by the Greenspun Pledge Agreement referred to in the Loan Agreement. As of the date hereof, the obligations of Station hereunder are unsecured.

D. This Agreement is the Make-Well Agreement referred to in the Loan Agreement and is one of the Loan Documents described in the Loan Agreement.

AGREEMENT

NOW, THEREFORE, in order to induce the Lenders to extend credit facilities to Borrower under the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Obligors hereby agree as follows:

1. Definitions. Terms defined in the Loan Agreement and not otherwise defined in this Agreement shall have the meanings defined for those terms in the Loan Agreement. As used in this Agreement, the following terms shall have the meanings respectively set forth after each:

"Bankruptcy Code" means Title 11 of the United States Code as amended from time to time.

"Insolvency Proceeding" means any case or proceeding, voluntary or involuntary, under the Bankruptcy Code, or any similar existing or future law of any jurisdiction, state or federal, relating to bankruptcy, insolvency, reorganization or relief of debtors.

2. Make-Well Agreement. For as long as the Loan Agreement remains in effect or any of the Obligations under the Loan Agreement remains outstanding, whether before or after the commencement of an Insolvency Proceeding, if Borrower fails to comply with either the financial covenant set forth in Section 6.11 of the Loan Agreement (the "Fixed Charge Coverage Ratio") or the financial covenant set forth in Section 6.12 of the Loan Agreement (the "Leverage Ratio"), the Obligors shall, but only until the Obligors have indefeasibly made the Maximum Contribution described in Section 4 below or this Agreement is released pursuant to Section 20 hereof, make or cause to be made Cash Equity Contributions to Borrower in such amount as is required to be added to EBITDAM for the relevant period to result in pro forma compliance with such covenants. Obligors shall make the

Cash Equity Contributions required by this Section not later than five Business Days following the earlier of the date on which Borrower delivers the quarterly or annual financial statements of Borrower and its Subsidiaries to Administrative Agent pursuant to Section 8.1 of the Loan Agreement or the date such statements are required to be delivered pursuant to said Section 8.1.

3. Payment Provisions in the Event of Bankruptcy. Subject to the limitations set forth in Section 4 below, in the event that the Borrower becomes subject to an Insolvency Proceeding, notwithstanding Section 2, Obligors jointly and severally guarantee and agree that so long as Borrower remains subject to such Insolvency Proceeding:

(a) If Borrower fails to be in compliance with the Fixed Charge Coverage Ratio or the Leverage Ratio, the Obligors shall make Cash payments in the amounts calculated under Section 2 into an interest-bearing deposit account designated and controlled exclusively by the Administrative Agent (the "Deposit Account") in which the Administrative Agent is hereby granted a security interest for the benefit of the Lenders. The Deposit Account is intended to be a "deposit account" for the purposes of Nevada Revised Statutes ("NRS") 40.430.4(g). Such funds shall be held in the Deposit Account as additional Collateral for the Obligations under the Loan Agreement; provided that, if requested by Borrower, such funds (i) shall be applied to payment of the Obligations and/or (ii) shall be applied, with the approval of the Requisite Lenders (which shall not be unreasonably withheld or delayed) to payment of such other obligations of Borrower incurred in the ordinary course for the acquisition of goods or services which have enhanced or maintained the value of the Collateral covered by the Collateral Documents.

(b) The Cash payments into the Deposit Account and the funds therein shall be free and clear of any third party claims thereto, including any claims by Borrower as a third party beneficiary under this Agreement. The Obligors, the Administrative Agent on behalf of the Lenders, and, by its signature below for this purpose, Borrower, specifically agree that Borrower is not an intended third party beneficiary to this Agreement and that Borrower has no rights under this Agreement.

4. Limitation of Liability. Notwithstanding any other provision of this Agreement, the maximum aggregate amount of Cash Equity Contributions pursuant to Section 2 and/or Cash payments pursuant to Section 3 (taken together) which may be required of the Obligors (taken together) shall be $44,000,000 (the "Maximum Contribution"), and, subject to revival and reinstatement pursuant to Section 14, this Agreement shall terminate upon the payment of the Maximum Contribution by any one or more of the Obligors.

5. Subordination of Indebtedness of Borrower to Obligors. Each Obligor agrees that:

(a) Any indebtedness of Borrower now or hereafter owed to Obligors or any of them hereby is subordinated to the Obligations.

(b) If Administrative Agent so requests, upon the occurrence and during the continuance of any Event of Default, any such indebtedness of Borrower now or hereafter owed to Obligors, or any of them, shall be collected, enforced and received by the applicable Obligor as trustee for Lenders and shall be paid over to the Administrative Agent for the benefit of Lenders in kind on account of the Obligations (but, to the extent that the Administrative Agent and the Lenders may legally apply the same to the Obligations, shall reduce the maximum amount of the liability of the Obligors hereunder described in Section 4).

(c) Should Obligors fail to collect or enforce any such indebtedness of Borrower now or hereafter owed to Obligors or any of them and pay the proceeds thereof to the Administrative Agent for the benefit of Lenders in accordance with Section 5(b) hereof, Administrative Agent as Obligors' attorney-in-fact may do such acts and sign such documents in the applicable Obligor's

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name as Administrative Agent considers necessary or desirable to effect such collection, enforcement and/or payment.

6. Statutes of Limitations and Other Laws. So long as the Loan Agreement remains in full force and effect or any of the Obligations remain outstanding, all the rights, privileges, powers and remedies granted to the Administrative Agent and the Lenders hereunder shall continue to exist and may be exercised by Administrative Agent for the benefit of the Lenders at any time and from time to time irrespective of the fact that any of such Obligations may have become barred by any statute of limitations. Obligors expressly waive, to the fullest extent permitted by law, the benefit of any and all statutes of limitation, and any and all Laws providing for exemption of property from execution or for evaluation and appraisal upon foreclosure, to the maximum extent permitted by applicable Laws.

7. Waivers and Consents. Obligors acknowledge that the obligations undertaken herein involve the support of obligations of Persons other than Obligors and, in full recognition of that fact, consent and agree, to the fullest extent permitted by law, that the Administrative Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (b) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof, or any of the Loan Documents to which Obligors are not a party or any additional security or guaranties, make-well agreements or other surety arrangements or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (c) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the Obligations or any part thereof; (d) accept partial payments on the Obligations; (e) receive and hold additional security or guaranties for or with respect to the Obligations or any part thereof; (f) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security, and apply any security and direct the order or manner of sale thereof as Administrative Agent and the Lenders in their sole and absolute discretion may determine; (g) release any Person from any personal liability with respect to the Obligations or any part thereof; (h) settle, release on terms satisfactory to Lenders or by operation of applicable Laws or otherwise liquidate or enforce any Obligations and any security therefor or with respect thereto in any manner, (i) consent to the transfer of any security and bid and purchase at any sale; and/or (j) consent to the merger, change or any other restructuring or termination of the existence of Borrower, any Member thereof, any Obligor or any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the liability of Obligors or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the Obligations.

Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent, for the benefit of the Lenders, may enforce this Agreement independently as to each Obligor and independently of any other remedy or security Lenders at any time may have or hold in connection with the Obligations. Each Obligor expressly waives any right to require Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, and agrees that Lenders may proceed against Borrower or any other Person, or upon or against any security or remedy, before proceeding to enforce this Agreement, in such order as they shall determine their sole and absolute discretion. Administrative Agent, for the benefit of Lenders, may file a separate action or actions against Borrower or any one or more Obligors without respect to whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Each Obligor agrees that Lenders and Borrower and any Affiliates of Borrower may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between any of them, in any manner whatsoever, all without in any way altering or affecting the security of this Agreement. Subject to Section 4, the rights

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of Administrative Agent and the Lenders created or granted herein and the enforceability of this Agreement with respect to Obligors at all times shall remain effective to support the performance, and/or full payment, of each of the Obligations supported hereby (as limited in Section 4) even though such Obligations, or any part thereof, or any security or guaranty, make-well agreement or other surety arrangement therefor or with respect thereto, may be or hereafter may become invalid or otherwise unenforceable as against Borrower or any other Obligor or surety and whether or not Borrower shall have any personal liability with respect thereto. Each Obligor expressly waives, to the fullest extent permitted by law, any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of Borrower with respect to the Obligations, (b) the unenforceability or invalidity of any security or guaranty, make-well agreement or other surety arrangement for or with respect to the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations, (c) the cessation for any cause whatsoever of the liability of Borrower (other than by reason of the full payment and performance of all obligations supported hereby), (d) any failure of Administrative Agent or the Lenders to marshal assets in favor of Borrower or any other Person, (e) except as otherwise provided in this Agreement, any failure of Administrative Agent or the Lenders to give notice of sale or other disposition of Collateral to Obligors or any other Person or any defect in any notice that may be given in connection with any sale or disposition of Collateral, (f) any failure of Administrative Agent or the Lender to comply with applicable Laws in connection with the sale or other disposition of any Collateral or other security for any Obligations, including without limitation, any failure Administrative Agent or Lenders to conduct a commercially reasonable sale or other disposition of any Collateral or other security for any Obligations, (g) any act or omission of Administrative Agent or the Lenders or others that directly or indirectly results in or aids the discharge or release of Borrower or the Obligations or any security or guaranty, make-well agreement or other surety arrangement therefor by operation of law or otherwise, (h) any Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation, (i) any failure of Administrative Agent or Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by Administrative Agent or Lenders, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any Lien under Section 364 of the United States Bankruptcy Code, (l) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (m) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding, (p) to the extent permitted in paragraph 40.495(4) of the Nevada Revised Statutes ("NRS"), the benefits of the one-action rule under NRS Section 40.430, or (q) any action taken by Lender that is authorized by this Section or any other provision of any Loan Document. Each Obligor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Agreement or of the existence, creation or incurrence of new or additional Obligations.

8. Condition of Borrower, its Members and its Subsidiaries. Each Obligor represents and warrants to the Administrative Agent and the Lenders that such Obligor has established adequate means of obtaining from Borrower, its Members and its Subsidiaries, if any, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Borrower, its Members and its Subsidiaries, if any and their respective Properties, and Obligors now are and hereafter will be completely familiar with the businesses, operations and condition (financial

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and otherwise) of Borrower, its Members and its Subsidiaries, if any, and their respective Properties. Each Obligor hereby expressly waives and relinquishes any duty on the part of Administrative Agent or the Lenders (should any such duty exist) to disclose to Obligors any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of Borrower, its Members or its Subsidiaries, if any, or their respective Properties, whether now known or hereafter known by Administrative Agent or any Lender during the life of this Agreement. With respect to any of the Obligations supported hereby, neither Administrative Agent nor the Lenders need inquire into the powers of Borrower, its Members or any of its Subsidiaries or the officers or employees acting or purporting to act on their behalf, and all Obligations made or created in good faith reliance upon the professed exercise of such powers shall be secured hereby.

9. Liens on Real Property. In the event that all or any part of the Obligations are at any time secured by any one or more deeds of trust or mortgages or other instruments creating or granting Liens on any interests in real Property, each Obligor authorizes Administrative Agent, for the benefit of Lenders, upon the occurrence of and during the continuance of any Event of Default, at its sole option, without notice (other than notice of foreclosure or sale, which the Administrative Agent shall endeavor, but not be obligated, to provide to the Obligors) or demand and without affecting any Obligations, the enforceability of this Agreement, or the validity or enforceability of any Liens of Administrative Agent or the Lenders on any Collateral, to foreclose any or all of such deeds of trust or mortgages or other instruments by judicial or nonjudicial sale. Each Obligor expressly waives any defenses to the enforcement of this Agreement or any rights of the Administrative Agent or the Lenders created or granted hereby or to the recovery by Administrative Agent or the Lenders against Borrower, Obligors or any other Person liable therefor of any deficiency after a judicial or nonjudicial foreclosure or sale because all or any part of the Obligations are secured by real Property. This means, among other things: (1) Administrative Agent, for the benefit of Lenders, may collect from any Obligor without first foreclosing on any real or personal Property collateral pledged by the Borrower; (2) if the Administrative Agent, for the benefit of Lenders, forecloses on any real Property collateral pledged by the Borrower: (A) the amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price, (B) the Administrative Agent, for the benefit of Lenders, may collect from any Obligor even if the Administrative Agent, by foreclosing on the real Property collateral, has destroyed any right Obligors may have to collect from the Borrower. This is an unconditional and irrevocable waiver of any rights and defenses Obligors may have because all or any part of the Obligations are secured by real Property. Each Obligor expressly waives any defenses or benefits that may be derived from California Code of Civil Procedure §§ 580a, 580b, 580d or 726, or comparable provisions of the Laws of any other jurisdiction, including, without limitation, NRS Section 40.430 and judicial decisions relating thereto, and NRS Sections 40.451, 40.455, 40.457 and 40.459, and all other suretyship defenses it otherwise might or would have under Nevada Law or other applicable Law.

10. Standstill of Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Obligor is a Party, but subject to the penultimate sentence of this section, for as long as this Agreement remains in effect, each Obligor hereby expressly agrees with respect to Borrower and its successors and assigns (including any surety) and any other Person which is directly or indirectly a creditor of Borrower or any surety for Borrower, to forbear exercising any and all rights at Law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker, and which any Obligor may have or hereafter acquire against Borrower or any other such Person in connection with or as a result of Obligor's execution, delivery and/or performance of this Agreement or any other Loan Document to which any Obligor is a party. Each Obligor agrees, for as long as this Agreement remains in effect, that it shall not assert any such rights against Borrower or its successors and assigns or any other Person

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(including any surety) which is directly or indirectly a creditor of Borrower or any surety for Borrower, either directly or as an attempted setoff to any action commenced against that Obligor by Borrower (whether as borrower or in any other capacity), Administrative Agent, any Lender or any other such Person. Notwithstanding the foregoing provisions of this Section, it is agreed that for so long as no Event of Default has been asserted by the Administrative Agent and the Lenders, and has not thereafter been waived by them in writing, any of the Parties to this Agreement may exercise and assert any rights which they have against the other Parties to this Agreement (but not against the Borrower), but that upon the occurrence and during the continuance of any Event of Default, they shall cease or stay the exercise or assertion of any such rights or claims unless the Administrative Agent otherwise consents in writing, the Obligations are fully repaid, or such Event of Default has been cured or waived in writing. Each Obligor hereby acknowledges and agrees that this forbearance and standstill agreement is intended to benefit Borrower, Administrative Agent and Lenders and shall not limit or otherwise affect Obligors' liability hereunder, under any other Loan Document to which any Obligor is a party, or the enforceability hereof or thereof.

11. Understandings With Respect to Waivers and Consents. Each Obligor warrants and agrees that each of the waivers and consents set forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which such Obligor otherwise may have against Borrower, Administrative Agent, any Lender or others, or against any Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or Law. Each Obligor acknowledges that it has either consulted with legal counsel regarding the effect of this Agreement and the waivers and consents set forth herein, or has made an informed decision not to do so. If this Agreement or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable Law, this Agreement and such waivers and consents shall be effective to the maximum extent permitted by Law.

12. Financial Information. Station and GV Ranch Station shall keep true and correct financial books and records, using generally accepted accounting principles consistently applied. Station and GV Ranch Station shall provide to the Administrative Agent, for the benefit of Lenders such financial statements and other information respecting such Obligors as is required under Section 8.1 of the Loan Agreement and such other information concerning their respective affairs and properties as the Administrative Agent or any Lender may reasonably request. Any confidential information of Station and/or GV Ranch Station so furnished shall be subject to the provisions of Section 12.14 of the Loan Agreement.

13. Agreement to be Absolute. It is expressly agreed that the Obligors shall be released from their obligations hereunder once Obligors have indefeasibly made the Maximum Contribution described in Section 4 above or the provisions of Section 20 hereof are satisfied. However, Obligors expressly agree, to the fullest extent permitted by law, that until the Maximum Contribution is so made or the provisions of Section 20 are satisfied, then for as long as the Loan Agreement remains in effect or any of the Obligations under the Loan Agreement remain outstanding, Obligors shall not be released from their obligations hereunder by or because of:

(a) Any act or event which might otherwise discharge, reduce, limit or modify Obligors' obligations under this Agreement;

(c) Any action, omission or circumstance which might increase the likelihood that Obligors may be called upon to perform under this Agreement or which might affect the rights or remedies of Obligors as against Borrower; or

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(d) Any dealings occurring at any time between Borrower, the Administrative Agent or any Lender, whether relating to the Loans or otherwise.

Obligors hereby expressly waive and surrender any defense to their liability under this Agreement based upon any of the foregoing acts, omissions, agreements, waivers or matters. It is the purpose and intent of this Agreement that the obligations of Obligors under it shall be absolute and unconditional under any and all circumstances.

14. Revival and Reinstatement. If the Lenders are required to pay, return or restore to Borrower or any other person any amounts previously paid on the Loans because of any Insolvency Proceeding of Borrower, any stop notice or any other reason, to the extent that the source of such payment was a Cash Equity Contribution from Obligors pursuant to this Agreement, the obligations of Obligors shall be reinstated and revived and the rights of the Administrative Agent and the Lenders shall continue with regard to such amounts, all as though they had never been paid.

15. Obligors' Representations and Warranties. GV Ranch Station and Station each represents and warrants as to itself that:

(a) All financial statements and other financial information furnished or to be furnished to the Administrative Agent or the Lenders by such Obligor are or will be true and correct and do or will fairly represent the financial condition of such Obligor as of the dates and for the periods covered thereby;

(b) All such financial statements of such Obligor were or will be prepared in accordance with Generally Accepted Accounting Principles, consistently applied;

(c) There has been no material adverse change in such Obligor's financial condition since the dates of the statements most recently furnished to the Lenders prior to the date hereof; and

(d) The performance of this Agreement will not violate any indenture, credit agreement or other material agreement to which such Obligor is a party.

16. Events of Default. The Administrative Agent may declare Obligors to be in default under this Agreement upon the occurrence of any of the following events ("Events of Default"):

(a) The Obligors fail to perform any of their obligations under this Agreement within five Business Days after the date of a demand therefor by the Administrative Agent; or

(b) Any of the Obligors revoke this Agreement or dispute the validity or coverage thereof or this Agreement becomes ineffective for any reason; or

(c) Any representation or warranty made or given by an Obligor in any Loan Document proves to be false or misleading in any material respect; or

(d) Any Obligor becomes insolvent or the subject of any Insolvency Proceeding and, in the case of an involuntary case, the same continues undismissed or unstayed for ninety (90) calendar days, provided that if such event may constitute an Event of Default under Section 10.1(r) of the Loan Agreement, then such event shall not constitute an Event of Default hereunder unless and until it constitutes an Event of Default under said Section 10.1(r); or

(e) Any Obligor dissolves or liquidates.

17. Authorization; No Violation. Each Obligor represents and warrants as to itself that:

(a) It is authorized to execute, deliver and perform under this Agreement, which is a valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, except as enforcement may be limited by Debtor Relief Laws, Gaming Laws or equitable

–7–

principles relating to the granting of specific performance and other equitable remedies as a matter of judicial discretion;

(b) No provision or obligation of such Obligor contained in this Agreement violates any Requirement of Law applicable to such Obligor; and

(c) No such provision or obligation conflicts with, or constitutes a breach or default under, any agreement to which such Obligor is a party.

18. Additional and Independent Obligations. Obligors' obligations under this Agreement are in addition to their obligations under any other existing or future make-well agreements, guaranties or other suretyship arrangements given in connection with the Loan Agreement, and shall remain in full force and effect until they are expressly modified or released in a writing signed by the Administrative Agent on behalf the Requisite Lenders (or, if required by the terms of the Loan Agreement, all of the Lenders). Obligors' obligations under this Agreement are independent of those of Borrower under the other Loan Documents. The Administrative Agent may bring a separate action, or commence a separate reference or arbitration proceeding against any Obligor without first proceeding against Borrower or any other Obligor, any other person or any security that the Administrative Agent or the Lenders may hold, and without pursuing any other remedy. The rights under this Agreement shall not be exhausted by any action by the Administrative Agent or any Lender until the Maximum Contribution has been indefeasibly made in cash, the provisions of Section 20 hereof are satisfied or the Loans have been paid and performed in full.

19. No Waiver; Consents; Cumulative Remedies. Each waiver by the Administrative Agent and the Lenders must be in writing, and no waiver shall be construed as a continuing waiver. No waiver shall be implied from the Administrative Agent's or any Lender's delay in exercising or failure to exercise any right or remedy against Borrower, Obligors or any security. Consent by the Administrative Agent or any Lender to any act or omission by Borrower or Obligors shall not be construed as a consent to any other or subsequent act or omission, or as a waiver of the requirement for their consent to be obtained in any future or other instance. All remedies of the Administrative Agent and the Lenders against Borrower and Obligors are cumulative.

20. Release. This Agreement shall automatically terminate upon the earlier to occur of (a) satisfaction of the Obligations or (b) commencing on the last day of the first four Fiscal Quarter period ending subsequent to the Completion Date, (i) as of the last day of any applicable Fiscal Quarter, the Leverage Ratio with respect to such Fiscal Quarter is less than or equal to 3:00:1:00; and (ii) as of the last day of any applicable four Fiscal Quarter period then ended, EBITDAM is greater than or equal to $42,000,000 (for purposes of both clauses (i) and (ii), excluding any Cash Equity Contributions made during such period); (iii) no Default or Event of Default shall have occurred and be continuing; and (iv) Borrower shall have delivered to Administrative Agent projections, in form and substance reasonably acceptable to the Lenders, showing that the Leverage Ratio for each Fiscal Quarter ending prior to the Maturity Date will not exceed 3.00:1.00. Absent such termination, Obligors shall not be released from their obligations under this Agreement except by a writing signed by the Administrative Agent with the consent of all of the Lenders or the payment of the amounts specified in Section 4. Upon the request of Borrower or any Obligor after the termination of this Agreement, the Administrative Agent shall confirm in writing to Borrower and the Obligors that this Agreement has been terminated.

21. Successors and Assigns; Participations. The terms of this Agreement shall bind and benefit the legal representatives, successors and assigns of the Administrative Agent, the Lenders and the Obligors; provided, however, that Obligors may not assign this Agreement, or assign or delegate any of their rights or obligations under this Agreement, without the prior written consent of the Administrative Agent in each instance. The Lenders may sell or assign participations or other interests in the Loans and this Agreement in accordance with Section 12.8 of the Loan Agreement. Also without

–8–

notice to or the consent of Obligors, the Administrative Agent and the Lenders may disclose any and all information in their possession concerning Obligors, this Agreement and any security for this Agreement to any actual or prospective purchaser of any securities issued or to be issued by Lenders, and to any actual or prospective purchaser or assignee of any participation or other interest in the Loan Documents in accordance with Section 12.14 of the Loan Agreement.

22. Governing Law. This Agreement shall be governed by, and construed in accordance with, the local Laws of the State of California.

23. Costs and Expenses. If any lawsuit, reference or arbitration is commenced which arises out of, or which relates to this Agreement, the prevailing party shall be entitled to recover from each other party such sums as the court, referee or arbitrator may adjudge to be reasonable attorneys' fees (including, without duplication, reasonably allocated costs for services of in-house counsel) in the action or proceeding, in addition to costs and expenses otherwise allowed by Law. In all other situations, including any Insolvency Proceeding, Obligors agree to pay all of the Administrative Agent's and the Lenders' reasonable costs and expenses, including attorneys' fees (including, without duplication, reasonably allocated costs for services of their respective in-house counsel) which may be incurred in any effort to collect or enforce this Agreement. From the time(s) incurred until paid in full, all sums shall bear interest at the Default Rate.

24. Integration; Modifications. This Agreement (a) integrates all the terms and conditions mentioned in or incidental to this Agreement, (b) supersedes all oral negotiations and prior writings with respect to its subject matter, and (c) is intended by Obligors, the Administrative Agent and the Lenders as the final expression of the agreement with respect to the terms and conditions set forth in this Agreement and as the complete and exclusive statement of the terms agreed to by Obligors, the Administrative Agent and the Lenders. No representation, understanding, promise or condition shall be enforceable against any party unless it is contained in this Agreement.

25. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, THE LOAN AGREEMENT AND ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

[Remainder of this page intentionally left blank]

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26. Notices. Notices hereunder shall be in writing and shall be delivered in the manner prescribed for notices in the Loan Agreement.

27. Miscellaneous. The illegality or unenforceability of one or more provisions of this Agreement shall not affect any other provision.

IN WITNESS WHEREOF, Obligors have executed this Agreement as of the date first written above by their respective duly authorized officers.

STATION CASINOS, INC., a Nevada corporation
By:	/s/ SCOTT M. NIELSON
	Name:	Scott M. Nielson
	Title:	Executive Vice President
Address: 2411 West Sahara Avenue Las Vegas, Nevada 89102 Attn: Glenn C. Christenson Executive Vice President Telecopier: (702) 367-2424 Telephone: (702) 367-2484
GCR GAMING, LLC, a Nevada limited liability company
By:	/s/ BRIAN LEE GREENSPUN
	Name:	Brian Lee Greenspun
	Title:	Manager
Address: 901 North Green Valley Parkway, Suited 200 Henderson, Nevada 89014 Attn: Phil Peckman Telecopier: (702) 458-8855 Telephone: (702) 259-4146

–10–

ACKNOWLEDGED AND AGREED:

GREEN VALLEY RANCH GAMING, LLC,
a Nevada limited liability company

By:
Its:

GV Ranch Station, Inc.
Manager and Member

By:

/s/ SCOTT M. NIELSON

Name: Scott M. Nielson
Title: Secretary

By:
Its:

GRC Gaming, LLC
Member

By:

/s/ BRIAN LEE GREENSPUN

Name: Brian Lee Greenspun
Title: Manager

Accepted:

BANK OF AMERICA, N.A.
as Administrative Agent

By:

/s/ JANICE HAMMOND

Janice Hammond
Vice President

–11–

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EXHIBIT 4.4
MAKE-WELL AGREEMENT
RECITALS
AGREEMENT
EX-10.1 7 a2062475zex-10_1.htm EXHIBIT 10.1 Prepared by MERRILL CORPORATION
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EXHIBIT 10.1

FIRST AMENDMENT TO OPERATING AGREEMENT
GREEN VALLEY RANCH GAMING, LLC

THIS FIRST AMENDMENT TO OPERATING AGREEMENT (this "First Amendment") is dated as of September 17, 2001, among Green Valley Ranch Gaming, LLC, a Nevada limited liability company (the "Company"), GCR Gaming, LLC, a Nevada limited liability company ("GCR"), GV Ranch Station, Inc., a Nevada corporation ("Station"), and a wholly-owned subsidiary of Station Casinos, Inc., a Nevada corporation ("Parent"), and Station in its capacity as the Manager. GCR Gaming Guarantor, LLC, a Nevada limited liability company ("GCR Guarantor"), and Parent have executed and joined in this First Amendment for the purposes set forth below.

RECITALS:

WHEREAS, the Company, GCR and Station executed that certain Operating Agreement, dated as of March 10, 2000 (the "Operating Agreement"), with respect to the Company. (Any term used in this First Amendment with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Operating Agreement).

WHEREAS, the Project is under construction, but Construction Financing has not yet been closed.

WHEREAS, the Members and Manager desire to amend the Operating Agreement pursuant to Section 7.1 of the Operating Agreement in order, among other things, to take into consideration additional flexibility for Construction Financing and Permanent Financing, the potential for a joint and several guaranty by GCR, Station, Parent, and/or Guarantor and the guaranty or pledge of securities by GCR Guarantor with respect to certain obligations under the Construction Financing or Permanent Financing.

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENT:

1. Defined Terms.

A. Any term defined in this First Amendment shall be deemed added to the list of definitions in Article I of the Operating Agreement.

B. The definition of "Available Funds Letter" is deleted. All references to the "Available Funds Letter" in the Operating Agreement, and requirements related thereto, are deleted.

2. Exhibit D. Exhibit D (Infrastructure Improvements) to the Operating Agreement is amended by the deletion of the phrase "Roads including utilities for road sections 1C, 3, 4A and 4B and temporary road sections 2A and 2B" and the insertion in lieu thereof of: "Roads including utilities thereunder for road sections 1C, 2A, 3, 4A and 4B."

3. Exhibit F.

A. Exhibit F (Permitted Exceptions) to the Operating Agreement is hereby amended and replaced in its entirety by Exhibit F-1 attached hereto. Further, any matter that was disclosed on the February 29, 2000 survey (the "Original Survey") by CVL Consultants, Inc., any new matter first arising after the Effective Date that would have been disclosed on an accurate update of the

Original Survey, or any matter first arising after the Effective Date that would be disclosed by visual inspection of the Resort Property as of the date of conveyance of title to the Resort Property to the Company (the "Conveyance Date") also shall be a Permitted Exception. In addition, any matter which is Known by Station (as defined in Exhibit L) or known by any contractor or consultant of Station, Parent or the Company also shall be a Permitted Exception; provided; however, that any matter which is not Known by Station but which is known by a consultant or contractor of the Company retained by GCR or any Affiliate thereof (other than the Company) shall not be a Permitted Exception to the extent that the existence of the matter is reasonably likely to have a material adverse effect on the development, use or operation of the Project on the Property as a hotel, resort and casino consistent with the Design Plan. In addition, those matters affecting title created by, through or under the Company or Station, or with the prior written approval of the Company or Station, also shall be a Permitted Exception. All of the matters set forth in this Section 3.A. shall be Permitted Exceptions, whether or not listed on Exhibit F-1.

B. The Members agree that rather than the Covenants, Conditions and Restrictions of Green Valley Ranch Commercial (the "Original CCR's") referenced in that certain letter agreement, dated March 10, 2000 (the "CCR Letter"), among the Company, GCR and Station and identified on Exhibit F to the Operating Agreement being executed and recorded by Parcel 37/47 LLC, a Nevada limited liability company ("Declarant"), on or prior to the transfer of the Resort Property to the Company as contemplated by the Operating Agreement, by reason of the imminent closing of Construction Financing which has, as a condition, the execution of the Covenants, Conditions and Restrictions of Green Valley Ranch Commercial in substantially the form attached hereto as Exhibit F-2 and/or with such changes thereto as are mutually agreed by the Members (the "Revised CCRs"), the Company and the Members agree to cause the Company and the Declarant to consent to, execute, deliver and record the Revised CCRs contemporaneously with such loan closing. In the event that the lenders with respect to the Construction Financing or Permanent Financing no longer require the Revised CCRs, the Company and Station agree to consent to the amendment of the Revised CCRs to the form of the Original CCRs (or to a form as close thereto as permitted by the Construction Financing or Permanent Financing).

4. Exhibit G. Exhibit G (Legal Description of Resort Property) to the Operating Agreement is hereby replaced with Exhibit G attached to this First Amendment.

5. Exhibit L. Exhibit L (GCR Property Representations) to the Operating Agreement is hereby replaced with Exhibit L attached to this First Amendment; provided, however, that, Exhibit L is hereby qualified by the following:

GCR expressly disclaims any representations and warranties regarding any contracts, leases, governmental approvals, studies or other documents executed, approved or commissioned by Station, either directly or on behalf of the Company, or Parent.

6. Manager's Duties During Pre-Opening Period. Section 3.3(h) of the Operating Agreement is hereby amended by deleting the reference to "twentieth" and replacing it with "twenty-seventh."

7. Manager's Additional Duties. Section 3.4(n) of the Operating Agreement is amended by the addition of the following at the end of the section: "The Annual Plan and Budget shall contain an amount, approved pursuant to Section 3.4(a), with respect to any litigation or legal fees the Company anticipates incurring (as the same shall be amended pursuant to Section 3.4(a)(ii) from time to time at the request of the Manager or GCR in the event of the need to incur litigation or legal fees after the establishment of the Annual Plan and Budget), which may be incurred by either the Manager or GCR (or an Affiliate of GCR) as provided in this Agreement."

8. Decisions Subject to Executive Committee Approval. Section 3.13 of the Operating Agreement is amended by the addition of a new subsection 3.13(e) to read as follows:

Any decision (i) to amend or waive any material provisions of documents executed in connection with the Construction Financing (the "Construction Loan Documents") or documents executed in connection with the Permanent Financing (the "Permanent Loan Documents"), (ii) that is reasonably likely to cause an event of default under the Construction Loan Documents or the Permanent Loan Documents, or (iii) that is reasonably likely to materially expand the liability of, or materially diminish the rights of, the Company or any guarantor under the Construction Loan Documents or Permanent Financing.

9. Initial Capital Contributions.

A. Section 4.1(a) of the Operating Agreement is amended to provide that, contemporaneously with the execution of this First Amendment, Green Valley Development Limited Partnership ("GVDLP"), a Nevada limited partnership, on behalf of GCR, shall transfer the Resort Property to the Company, as GCR's Initial Capital Contribution. Section 4.1(a) of the Operating Agreement is further amended so that those matters to be delivered or performed by GCR at the time of the conveyance of the Resort Property to the Company may be delivered or performed by GVDLP in lieu of, or in addition to, GCR, as appropriate provided that GCR is and shall remain primarily liable for the performance of all obligations and satisfaction of all conditions and liabilities thereunder (and any documents contemplated thereby, including the Grant, Bargain and Sale Deed to be delivered to the Company) and GCR hereby guarantees the full and prompt payment and performance by GVDLP of any obligations, liabilities or duties of GVDLP or GCR specified or contemplated therein.

B. [Intentionally left blank].

C. GCR and Station acknowledge and agree that, since the Construction Financing has not closed, they have made and, pursuant to Section 4.2(a) of the Operating Agreement, will continue to make pro rata capital contributions, loans or advances, or any combination thereof, to fund construction of the Project in excess of their Initial Capital Contributions. Loans, advances and capital contributions in excess of the (a) Member's Initial Capital Contributions, (b) Additional Capital Contributions by GCR in an aggregate amount of $25,000,000 and (c) Additional Capital Contributions by Station in an aggregate amount of $25,000,000 collectively are referred to herein as the "Excess Construction Contributions." In the event that the Company subsequently obtains Construction Financing, and such Construction Financing permits the Company to distribute money from the proceeds of such Construction Financing to the Members, then, notwithstanding anything in this First Amendment or the Operating Agreement to the contrary (other than Section 4.3(g) of the Operating Agreement), GCR and Station will cause the Company, to the maximum extent so permitted by such Construction Financing (consistent with prudent business judgment and reasonable reserves), to distribute to the Members (either as a return of capital contributions or repayment of loans or advances, as the case may be) amounts of Distributable Cash equal to the aggregate amount of Excess Construction Contributions in proportion to the Excess Construction Contributions actually made by them.

10. Additional Capital Contributions. Section 4.2 of the Operating Agreement is amended by adding a new subsection 4.2(e) which shall read as follows:

The Members acknowledge that the Members, Parent, GCR, GCR Guarantor and/or other affiliates of GCR ("GCR Affiliates") may execute (i) a Make-Well Agreement, Completion Guaranty, Pledge Agreement,

Indemnity Agreement, or similar surety or guaranty documents in connection with the Construction Financing or (ii) a Make-Well Agreement, Pledge Agreement or similar surety or guaranty document in connection with the Permanent Financing (individually a "Pledge/Guaranty Document" and collectively the "Pledge/Guaranty Documents"; GCR, GCR Guarantor and GCR Affiliates collectively hereinafter may be referred to as the "GCR Pledgors"; and, Station and Parent collectively hereinafter may be referred to as the "Station Pledgors"). In the event that any of the GCR Pledgors are required to make a payment to the lender(s) with respect to an applicable Pledge/Guaranty Document, any collateral of GCR, GCR Guarantor or GCR Affiliates pledged thereunder is foreclosed or transferred in lieu of foreclosure or any dividends or distributions with respect to any pledged collateral of GCR, GCR Guarantor or GCR Affiliates is used to make a payment to the lender(s) on behalf of the Company, the Members, Parent, GCR Guarantor or GCR Affiliates with respect to any Pledge/Guaranty Document, then the amount credited against (or used to reduce) amounts owed by the Company, the Members, Parent, GCR Guarantor or GCR Affiliates under the Construction Loan Documents, Permanent Loan Documents, or the Pledge/Guaranty Documents as a result of the foreclosure or transfer of the collateral shall be deemed an additional Capital Contribution by GCR for purposes of this Agreement. Similarly, in the event that Station or Parent are required to make a payment to the lender(s) with respect to an applicable Pledge/Guarantee Document, any collateral of Station or Parent pledged thereunder is foreclosed or transferred in lieu of foreclosure or any dividends or distributions with respect to any pledged collateral of Station or Parent is used to make a payment to the lender(s) on behalf of the Company, the Members, Parent, GCR Guarantor or GCR Affiliates with respect to any Pledge/Guaranty Document, then the amount credited against (or used to reduce) amounts owed by the Company, the Members, Parent, GCR Guarantor or GCR Affiliates under the Construction Loan Documents, Permanent Loan Documents or the Pledge/Guaranty Documents as a result of the foreclosure or transfer of the collateral shall be deemed an additional Capital Contribution by Station for purposes of this Agreement. In the event that, pursuant to the prior two sentences, GCR or Station is deemed to have made an additional Capital Contribution, and the other Member has not made (or been deemed to have made) an additional Capital Contribution of equal amount (the difference being a "Disproportionate Guaranty Contribution"), the Member who has made (or is deemed to have made) less of an additional Capital Contribution shall, within 10 days after a Disproportionate Guarantee Contribution, pay the Member who made the Disproportionate Guaranty Contribution an amount equal to one-half of the Disproportionate Guaranty Contribution (the "Required Guaranty Payment"). Upon the payment of the Required Guaranty Payment, the recipient Member's additional Capital Contribution will be deemed reduced by an amount equal to the Required Guaranty Payment and the paying Member's additional Capital Contribution will be deemed increased by an amount equal to the Required Guaranty Payment. If the Required Guaranty Payment is not so paid within such 10-day period, such failure automatically shall be deemed to be an Additional Contribution Default for all purposes under this Agreement. The provisions of this Section 4.2(e) shall continue

until all of the Company, the Members, Parent, GCR Guarantor and GCR Affiliates are released from the documents evidencing the Construction Loan Documents and Permanent Loan Documents, as the case may be, and the Pledge/Guaranty Documents, and shall not be affected by a release of less than all of the foregoing parties.

11. Payments Based on Cross-Default. Section 4.2 of the Operating Agreement is amended by a new subsection 4.2(f) which shall read as follows:

The Members acknowledge that the Members, Parent, GCR Guarantor or GCR Affiliates may, under the Construction Financing, have the right to pledge additional collateral (including cash) to cure the default (a "Curable Default") of one of the Members, Parent, GCR Guarantor or GCR Affiliates under other loan documents or by reason of bankruptcy or similar event (a "Cure Pledge"). In the event that a Curable Default by Station, Parent, GCR, GCR Guarantor or GCR Affiliates occurs, then Station and Parent in the case of a Curable Default by Station or Parent, and GCR, GCR Guarantor and GCR Affiliates in the case of a Curable Default by GCR, GCR Guarantor or GCR Affiliates, shall have ten (10) days from such Curable Default to make the Cure Pledge. If they fail to do so, then GCR, GCR Guarantor and GCR Affiliates in the case of the failure of Station and Parent, and Station and Parent in the case of the failure of GCR, GCR Guarantor and GCR Affiliates, may make the Cure Pledge (the Member failing to cure being the "Cross-Default Member"; the party making such pledge being the "Curing Party," and the collateral pledged being the "Cure Collateral"). The Cross Default Member, and Parent if the Cross Default Member is Station and GCR Guarantor if the Cross Default Member is GCR, shall indemnify and hold harmless the other Member and Parent or GCR Guarantor, as the case may be, from the cost of curing the Curable Default, such as reasonable attorneys' fees, escrow costs, and filing fees, but expressly excluding the opportunity cost of such cure (e.g., the lost opportunity for other uses of the Cure Collateral), but expressly including the fair market value of the Cure Collateral valued as of the date of the pledge if the same is foreclosed or conveyed in lieu of foreclosure (the "Collateral's Fair Market Value"). If the Cure Collateral is foreclosed or otherwise conveyed in lieu of foreclosure, the Member who pledged the Cure Collateral (or on whose behalf the Cure Collateral was pledged) may elect to treat the Collateral's Fair Market Value as a Default Amount or Default Loan. In the event that a Curing Party makes a Cure Pledge, then the Cross Default Member shall, for so long as such Cure Pledge is outstanding, on each annual anniversary date of such pledge, pay to the other Curing Party an amount equal to the lesser of (i) 10% of the Collateral's Fair Market Value, or (ii) the maximum permitted by law (the "Cure Cost of Capital"); such payment shall be prorated for any partial year that the Cure Pledge is outstanding. In the event the Cure Cost of Capital is not paid when due, it shall, at the election of the non-defaulting Member, constitute either a Default Amount or Default Loan under this Agreement, which Default Amount or Default Loan shall be subject to the applicable Guaranties.

12. Default.

A. [Intentionally left blank].

B. Section 4.3(b)(i) of the Operating Agreement is amended to insert the following at the beginning of the first sentence: "Without limiting the additional rights set forth in Section 4.3(g),."

C. Section 4.3(c) of the Operating Agreement is amended to delete the phrase "has paid the Dilution Interest Payment Amount or a Default Repayment Event has occurred" and to insert in lieu thereof: "has paid the Dilution Interest Payment Amount or Default Loan (plus Default Loan Interest), as applicable, or a Default Repayment Event has occurred."

D. (i) The last sentence of the first paragraph of Section 4.3(e) is deleted in its entirety and the following inserted in lieu thereof:

At such time as (Y) the non-defaulting Member or the Company collects on the applicable Guaranty an amount equal to the full amount of the Default Amount (plus the Twenty-Five Percent Payment related thereto, as well as all costs, reasonable attorneys fees and other amounts owing under the applicable Guaranty) from the Guarantor, or (Z) the non-defaulting Member collects under the applicable Guaranty an amount equal to the Default Loan (plus Default Loan Interest (as defined below), as well as all costs, reasonable attorneys fees and other amounts owing under the applicable Guaranty) from the applicable Guarantor, then the defaulting Member shall no longer be disenfranchised pursuant to Section 4.3(c);

(ii) Section 4.3(e)(i) of the Operating Agreement is amended by striking "if the non-defaulting Member has made a Default Contribution pursuant to Section 4.3(b)(i) with respect to such Default Amount," and inserting in lieu thereof: "if the non-defaulting Member has made a Default Contribution pursuant to Section 4.3(b)(i) with respect to a Default Amount,"

(iii) Section 4.3(e)(ii) of the Operating Agreement is amended by striking "if no Default Contribution was made with respect to such Default Amount," and inserting in lieu thereof: "if no Default Contribution was made with respect to a Default Amount,"

(iv) Section 4.3(e) of the Operating Agreement is amended by the addition of a new section to follow subsection 4.3(e)(iii) to read as follows:

"Notwithstanding the provisions of Sections 4.3(e)(i, ii and iii), in the event that a Default Loan has been made, then the non-defaulting Member shall be entitled to sue on the Station Guaranty or GCR Guaranty, as the case may be, to the extent permitted thereunder and to recover (rather than the Company recovering) any amounts collected with respect to such Guaranty."

E. Section 4.3(f) of the Operating Agreement is amended by adding the following sentence to the end of said Section 4.3(f): "Notwithstanding the foregoing to the contrary, Station may not resign as Manager without GCR's prior written consent (which may be given or withheld in GCR's sole discretion) if such resignation would cause a termination of the commitment for or an acceleration of the Construction Financing or the Permanent Financing."

F. Section 4.3 of the Operating Agreement is amended by a new subsection 4.3(g) to read as follows:

Notwithstanding anything in this Agreement to the contrary, in the event that there is an Additional Contribution Default based on the failure to make a Required Guaranty Payment, the Member who has made (or is deemed to have made) the Disproportionate Guaranty Contribution may

elect either to (i) treat the unpaid Required Guaranty Amount as a Default Amount (with such Default Amount being deemed contributed as a Default Contribution by the non-defaulting Member) under Section 4.3(b) with all rights and remedies under this Agreement with respect to Default Amounts and Default Contributions, or (ii) if treating the Disproportionate Guaranty Contribution as a Default Amount (or exercising remedies in connection therewith, including, without limitation, dilution or disenfranchisement of the defaulting Member) would result in a termination of the commitment for or acceleration of the Construction Financing or Permanent Financing, or if the Disproportionate Guaranty Contribution is the result of a foreclosure or transfer in lieu of a foreclosure pursuant to the Member Pledge Agreements, treat the Required Guaranty Amount as a loan (the "Default Loan") to the defaulting Member which shall accrue interest on the outstanding principal of the Default Loan at an interest rate equal to the prime rate as announced by Bank of America N.A. plus 10% per annum, compounded annually (the "Default Loan Interest"). Notwithstanding anything in Section 4.3 to the contrary, in the event that the non-defaulting Member treats the Required Guaranty Amount as a Default Loan, the defaulting Member shall not be entitled to any distributions whatsoever under this Agreement until such time as the non-defaulting Member has received distributions otherwise distributable to the Defaulting Member pursuant to the final paragraph of Section 4.5(a) equal to the Default Loan plus Default Loan Interest. The provisions of this Section 4.3(g) shall continue until all of the Company, the Members, Parent and GCR Guarantor are released from the Construction Loan Documents and Permanent Loan Documents, as the case may be, and the Pledge/Guaranty Documents, and shall not be affected by a release of less than all of the foregoing parties.

13. Distributions. Section 4.5(a) of the Operating Agreement is amended to add the following as a new final paragraph:

Notwithstanding anything in this Agreement to the contrary, to the extent that any Member is owed a distribution pursuant to Section 4.5, but a Default Loan or any Default Loan Interest obligation remains outstanding, all payments due to such Member shall be paid to the Member who is deemed to have made the Default Loan until an amount equal to the Default Loan plus the Default Loan Interest has been paid to the such Member. Further, notwithstanding anything in this Agreement to the contrary, in the event that any distribution required to be made hereunder (X) to a non-defaulting Member with respect to any Default Loan, Default Loan Interest, Twenty-Five Percent Payment Amount, Default Contribution or Default Distribution, or (Y) to the Company with respect to a Retained Distribution, is, instead, paid to any lender or other Person pursuant to any Construction Loan Documents or Permanent Loan Documents, then the amount of such Default Loan, Default Loan Interest, Twenty-Five Percent Payment Amount or Default Contribution shall not be deemed paid or reduced by such distribution and such obligation shall continue as if such distribution were not made.

14. In General.

A. Section 5.15(b) of the Operating Agreement is hereby amended effective as of the closing date of the Construction Financing (i) by deleting the phrase: "With respect to Station and Parent, certain provisions of this Agreement may conflict with other agreements, or require the consent of unrelated parties" and (ii) by deleting "except as set forth in the next sentence with respect to Station and Parent" in each place it occurs.

B. The Company, the Members, Parent and GCR Guarantor collectively agree that during any period under the Construction Loan Documents or Permanent Loan Documents, including any Pledge/Guaranty Documents, the Members, Parent or GCR Guarantor are required to "stand still" with respect to claims against one another, each party agrees not to assert the statute of limitations as a defense to an action brought by another party to the extent such statute of limitations applies solely because of such "stand still" and the parties agree that any such statute of limitations period shall be tolled for the period of time that any such party is required to "stand still."

C. Notwithstanding any provision of the Operating Agreement which may be construed to the contrary, in the event the Manager receives notice of any claim, assertion of a claim or other proceeding ("Entitlement Claims/Proceedings") with respect to any governmental permits, licenses, zoning, approvals relating to the uses of, or similar land use entitlements (collectively, "Entitlements") for the Resort Property, Manager shall promptly notify GCR thereof and GCR shall have the right, instead of the Manager, but at the expense of the Company and subject to the limitations contained in the last sentence of Section 3.4(n), to control the defense or prosecution of such Entitlements Claims/Proceeding; provided, however, the Manager shall have the rights that GCR otherwise would have under Section 3.4(n) of the Operating Agreement. In the event that GCR gives notice to Manager that it desires to control such negotiations, litigation and other proceedings related to such Entitlement Claims/Proceeding, (1) GCR shall provide the Manager with copies of all correspondence, filings and/or submissions not less than one business day prior to the delivery, filing or submission thereof and shall be entitled to participate in all negotiations, litigation and other proceedings, (2) neither GCR nor any affiliate thereof shall take any action on behalf of the Company or otherwise in connection with such Entitlement Claims/Proceeding which would have a material adverse impact on the Entitlements for the Resort Property, (3) if Manager gives written notice to GCR that, in the reasonable judgment of Manager, GCR is not reasonably pursuing the Entitlement/Claims Proceeding or that GCR was not taking action reasonably calculated to protect the interests of the Company, Manager may resume, and GCR shall relinquish, full control of the Entitlement Claims/Proceeding on behalf of the Company, and (4) GCR may not settle such Entitlement Claims/Proceeding without the approval of Manager (which shall not be unreasonably withheld, conditioned or delayed). Nothing in the preceding sentence shall be construed or interpreted to prevent or prohibit GCR or any affiliate thereof from appearing at or participating in any proceeding, hearing or other actions regarding Entitlements provided it does so in its individual capacity and not as a member or representative of, or on behalf of the Company. Further, nothing herein shall be deemed to have modified the provisions of Section 3.8(c) of the Operating Agreement or to impose any restrictions on any affiliate of GCR from taking positions adverse to the Company so long as neither GCR nor any affiliate thereof is controlling the Entitlement Claims/Proceeding on behalf of the Company. In the event that GCR or an affiliate thereof controls any Entitlement Claims/Proceeding, it and its Indemnitees shall be entitled to indemnification under Section 3.29 of the Operating Agreement as if it were the Manager thereunder (subject to the same limitations contained therein as applicable to the Manager).

15. Securities under the UCC. A new Section 8.13 of the Operating Agreement is added to read as follows: "Notwithstanding any rule or construction to the contrary, the Membership Interest owned by each Member is hereby deemed to be a "security" as that term is defined in Article 8 of the Uniform

Commercial Code in effect on this date in the State of Nevada and as such the Membership Interests shall be governed thereby, and any certificate issued to evidence any Membership Interest shall bear a legend to that effect."

16. Guaranty. GCR Guarantor and Parent agree to execute the respective First Amendment to Guaranty attached hereto as Exhibits A and B, as the case may be.

17. License and Support Agreement. Parent and the Company are executing this First Amendment to confirm the amendment to and to hereby amend that certain License and Support Agreement, dated March 10, 2000, between Parent and the Company, by deleting "Section 3.5(a)(i), (ii) or (iii)" in each place it occurs and inserting in lieu thereof "Section 3.6(a)(i), (ii) or (iii)."

18. Representations. GCR, Station, GCR Guarantor and Parent each severally represents and warrants that:

A. It has full corporate or limited liability company power and authority to enter into and perform this First Amendment.

B. The execution, delivery and performance of this First Amendment has been duly authorized by all necessary corporate or limited liability company action by such party and, if necessary, its equityholders.

C. This First Amendment has been duly executed and delivered by a duly authorized officer or other representative of such party and constitutes the legal, valid and binding obligation of such party enforceable in accordance with its respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights generally, and except that the availability of equitable remedies is subject to judicial discretion).

D. No consent, approval, order, license, authorization or validation of, or filing, recording or registration with, or exemption of or by any person or entity is required in connection with the execution, delivery and performance of this First Amendment by such party.

E. Neither the execution, delivery or performance by such party of this First Amendment, nor compliance by such party with the terms and provisions hereof will: (i) contravene any applicable provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, or (ii) conflict with or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any security interest or other lien upon any of the property or assets of such party pursuant to the terms of any indenture, mortgage, deed of trust or other instrument to which such party is a party or by which such party or any of its property or assets is bound or may be subject.

19. Miscellaneous. Except as modified by this First Amendment, the Operating Agreement is ratified in all respects. In the event of a conflict between the Operating Agreement and this First Amendment, the terms of this First Amendment shall control. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original. This First Amendment may not be amended or modified except pursuant to Article VII of the Operating Agreement.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Operating Agreement as of the date and year first set forth above.

		GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company By: GV RANCH STATION, INC., a Nevada corporation, Its Manager
		By:
		Title:
		GCR GAMING, LLC, a Nevada limited liability company
		By:
		Title:
		GV RANCH STATION, INC., a Nevada corporation,
		By:
		Title:

The undersigned are executing and joining in this First Amendment to evidence their agreement to the provisions set forth in Sections 11, 16 and 18 above.

		GCR GAMING GUARANTOR, LLC, a Nevada limited liability company
		By:
		Title:
		STATION CASINOS, INC., a Nevada corporation
		By:
		Title:

The undersigned are executing and joining in this First Amendment to evidence their agreement to the provisions set forth in Section 17 above and amendment to the License and Support Agreement.

		GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company By: GV RANCH STATION, INC., a Nevada corporation, Its Manager
		By:
		Title:
		STATION CASINOS, INC., a Nevada corporation
		By:
		Title:

EXHIBIT A

First Amendment to GCR Gaming Guarantor, LLC Guaranty

FIRST AMENDMENT TO GUARANTY

GCR Gaming Guarantor, LLC, a Nevada limited liability company ("Guarantor"), and an affiliate of GCR Gaming, LLC ("GCR"), a Nevada limited liability company, executed that certain Guaranty, dated March 10, 2000 (the "Guaranty"), for the benefit of Green Valley Ranch Gaming, LLC (the "Company"), and, under the circumstances set forth therein, for the benefit of GV Ranch Station, Inc., a Nevada corporation ("Station"). Guarantor, Station and the Company desire to consent to the amendment of the Guaranty as set forth in this First Amendment to Guaranty, dated September 17, 2001 (this "First Amendment").

1. Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof:

The undersigned GCR Gaming Guarantor, LLC, a Nevada limited liability company ("Guarantor"), and an affiliate of GCR Gaming, LLC ("GCR"), a Nevada limited liability company, hereby irrevocably and unconditionally guarantees the payment and performance (A) by GCR pursuant to Sections 4.1(a) and 4.2 of the Operating Agreement, dated March 10, 2000 (the "Agreement"), as amended by that certain First Amendment to Operating Agreement, dated September 17, 2001 (the "First Operating Agreement Amendment") (as amended, the "Agreement") of Green Valley Ranch Gaming, LLC (the "Company"), to the same extent that GCR is bound thereby, (B) by GCR and Guarantor of their obligations under the Pledge/Guaranty Agreements, (C) by GCR to pay any Default Loan and any Default Loan Interest arising from a failure by GCR to make a Required Guaranty Payment, (D) by GCR of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which GCR's payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which GCR fails to make in breach of Sections 4.1(a) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by GCR or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) Station with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing (if any) remain outstanding or liens securing the same are in effect, $22,000,000.00, and (iv) from and after the later to occur of the ninety (90) days after the Opening of the Project

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or payment in full of the Construction Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to Station are paid in full.

Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of GCR's obligations, including indemnity obligations, set forth in Section 11 of the First Operating Agreement Amendment.

2. Representations. Guarantor represents and warrants that:

(a) It has full corporate or limited liability company power and authority to enter into and perform this First Amendment;

(b) The execution, delivery and performance of this First Amendment has been duly authorized by all necessary corporate or limited liability company action by such party and, if necessary, its equityholders;

(c) This First Amendment has been duly executed and delivered by a duly authorized officer or other representative of such party and constitutes the legal, valid and binding obligation of such party enforceable in accordance with its respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditor's rights generally, and except that the availability of equitable remedies is subject to judicial discretion);

(d) No consent, approval, order, license, authorization or validation of, or filing, recording or registration with, or exemption of or by any person or entity is required in connection with the execution, delivery and performance of this First Amendment by such party; and

(e) Neither the execution, delivery or performance by such party of this First Amendment, nor compliance by such party with the terms and provisions hereof will: (i) contravene any applicable provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality, or (ii) conflict with or be inconsistent with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any security interest or other lien upon any of the property or assets of such party pursuant to the terms of any indenture, mortgage, deed of trust or other instrument to which such party is a party or by which such party or any of its property or assets is bound or may be subject.

3. Miscellaneous.

(a) Except as modified by this First Amendment, the Guaranty is ratified in all respects. In the event of a conflict between the Guaranty and this First Amendment, the terms of this First Amendment shall control. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original. This First Amendment and the Guaranty may not be amended or modified, except in a writing executed by Station, Guarantor and the Company.

(b) Notwithstanding anything in the Guaranty or this First Amendment to the contrary, Station and the Company acknowledge that the assets of Guarantor may be pledged pursuant to documents evidencing or securing the Construction Financing or Permanent Financing.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of the date and year first written above.

		GCR GAMING GUARANTOR, LLC, a Nevada limited liability company
		By:
		Title:
		GV RANCH STATION, INC., a Nevada corporation
		By:
		Title:
		GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company by GV Ranch Station, Inc., a Nevada corporation, its Manager
		By:
		Title:

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EXHIBIT B

First Amendment to Station Casinos, Inc. Guaranty

FIRST AMENDMENT TO GUARANTY

Station Casinos, Inc., a Nevada corporation ("Guarantor"), and an affiliate of GV Ranch Station, Inc. ("Station"), a Nevada corporation, executed that certain Guaranty, dated March 10, 2000 (the "Guaranty"), for the benefit of Green Valley Ranch Gaming, LLC (the "Company"), and, under the circumstances set forth therein, for the benefit of GCR Gaming, LLC, a Nevada limited liability company ("GCR"). Guarantor, GCR and the Company desire to consent to the amendment of the Guaranty as set forth in this First Amendment to Guaranty, dated September 17, 2001 (this "First Amendment").

1. Guarantied Obligations. The first full paragraph of the Guaranty is deleted and the following inserted in lieu thereof:

The undersigned Station Casinos, Inc., a Nevada corporation ("Guarantor"), and an affiliate of GV Ranch Station, Inc. ("Station"), a Nevada corporation, hereby irrevocably and unconditionally guarantees the payment and performance (A) by Station pursuant to Sections 4.1(b) and 4.2 of the Operating Agreement, dated March 10, 2000 (the "Agreement"), as amended by that certain First Amendment to Operating Agreement, dated September 17, 2001 (the "First Operating Agreement Amendment") (as amended, the "Agreement") of Green Valley Ranch Gaming, LLC (the "Company"), to the same extent that Station is bound thereby, (B) by Station and Guarantor of their obligations under the Pledge/Guaranty Agreements, (C) by Station to pay any Default Loan and any Default Loan Interest arising from a failure by Station to make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent Payment (to the extent that the same is owing under the Agreement) for the period commencing on the date on which Station's payment obligation begins and ending on the earlier to occur of (a) one year from such date, and (b) the date on which such payment obligation which Station fails to make in breach of Sections 4.1(b) and 4.2 of the Agreement has been satisfied, and (E) of all costs (including reasonable attorney's fees and costs of in-house counsel) incurred in enforcing this Guaranty resulting from a default by Station or Guarantor under any of the Pledge/Guaranty Agreements or this Agreement. (Any term with its initial letter capitalized and not otherwise defined herein shall have the meaning ascribed to it in the Agreement.) This Guaranty is for the benefit of (i) the Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C), (D) and (E) above. The amounts guaranteed by this Guaranty shall be limited as follows: (i) until the earlier of the execution of the Construction Loan Documents or Permanent Loan Documents, $155,000,000.00, (ii) if Construction Loan Documents or Permanent Loan Documents are executed, then from such execution until ninety (90) days after the Opening of the Project, $33,000,000.00, (iii) if Construction Loan Documents have been executed, then from ninety (90) days after the Opening of the Project and so long as any monetary obligations under the Construction Financing (if any) remain outstanding or liens securing the same are in effect, $22,000,000.00, and (iv) from and after the later to occur of the ninety

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(90) days after the Opening of the Project or payment in full of the Construction Financing (and the release of all liens securing the same and termination of all agreements related thereto), the obligations guaranteed hereby shall be limited to those set forth in Sections 4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate; provided, however, that the amounts guarantied hereby shall not be reduced as set forth in this sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent Payment owing to GCR are paid in full.

Notwithstanding the foregoing paragraph, the undersigned irrevocably and unconditionally guarantees, without dollar limitation, the payment and performance of Station's obligations, including indemnity obligations, set forth in Section 11 of the First Operating Agreement Amendment.

2. Representations. Guarantor represents and warrants that:

(a) It has full corporate or limited liability company power and authority to enter into and perform this First Amendment;

3. Miscellaneous. Except as modified by this First Amendment, the Guaranty is ratified in all respects. In the event of a conflict between the Guaranty and this First Amendment, the terms of this First Amendment shall control. This First Amendment may be executed in multiple counterparts, each of which shall be deemed an original. This First Amendment and the Guaranty may not be amended or modified, except in a writing executed by GCR, Guarantor and the Company.

[Signatures on following page]

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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of the date and year first written above.

		GCR GAMING, LLC, a Nevada limited liability company
		By:
		Title:
		STATION CASINOS, INC., a Nevada corporation
		By:
		Title:
		GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company by GV Ranch Station, Inc., a Nevada corporation, its Manager
		By:
		Title:

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EXHIBIT F-1

PERMITTED EXCEPTIONS

F–1

EXHIBIT F-2

REVISED CC&R's

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EXHIBIT G
LEGAL DESCRIPTION OF RESORT PROPERTY

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EXHIBIT L

GCR PROPERTY REPRESENTATIONS

1. GCR represents and warrants to the Company and Station that the following matters are true and correct as of the execution of this Agreement:

(a) With respect to the Resort Property, and except as contained in the Property Documents (defined below) as of the Effective Date, GCR has received no written notice from any governmental authority advising GCR of (i) a violation of any laws or regulations (whether now existing or which will exist with the passage of time) or (ii) any action which must be taken to avoid a violation thereof.

(b) Prior to the Effective Date, GCR has delivered to Station copies of all of the following (the "Property Documents") which are in its or its Affiliates' possession and of which GCR has actual knowledge as of the Effective Date, including those which have been submitted by GCR or any Affiliate thereof to the City of Henderson, (collectively, the "ED Property Documents").

(i) Copies of all surveys of the Resort Property and all plans and specifications for improvements to be constructed on the Resort Property, which surveys, plans and specifications first were created by GCR or its Affiliates or delivered to GCR or its Affiliates on or after January 1, 1998;

(ii) Copies of any inspection, engineering, environmental or architectural studies or reports which relate to the physical condition of the Resort Property or to the improvements contemplated to be constructed on the Resort Property pursuant to this Agreement which studies or reports were first created by GCR or its Affiliates or delivered to GCR or its Affiliates on or after January 1, 1998;

(iii) A copy of the bill or bills issued for the most recent year for which bills have been issued for all real estate taxes or assessments currently applicable to the Resort Property and a copy of any and all real estate tax or assessment notices currently applicable to the Resort Property (collectively, the "Tax Bills");

(iv) A copy of all outstanding management, maintenance, repair, service and supply contracts (including, without limitation, grading, quarry and landscaping agreements), equipment rental agreements, all contracts for repair or capital replacement to be performed at the Resort Property, and any other contracts relating to or affecting the Resort Property (other than Leases), any of the foregoing of which has a remaining payment obligation in excess of $100,000 and which will be binding upon the Resort Property or the Company subsequent to the transfer to the Company (collectively, the "Contracts");

(v) A copy of all leases and any other agreements which are in effect thereto with the tenants of the Resort Property (the "Leases");

(vi) Copies of all licenses, permits, authorizations and approvals obtained by GCR or its Affiliates that currently or will in the future apply to the Resort Property as they relate to the Project, or any portion thereof, occupancy thereof or any present use thereof (the "Governmental Permits");

(vii) A copy of all outstanding guarantees and warranties covering the Resort Property;

(viii) Copies pending insurance claims or litigation documents relating to the Resort Property.

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(c) Except as contained in the ED Property Documents, to GCR's actual knowledge, there are no leases, rental, tenancy or occupancy agreements binding all or any portion of the Resort Property.

(d) Except as contained in the ED Property Documents, GCR has no actual knowledge of any documents, materials or studies not in GCR's or its Affiliates' possession that disclose material facts that would materially adversely affect the development of the Resort Property for the Project.

(e) Upon the formation of the Company or transfer of the Resort Property to the Company, there will be no brokerage fees or commissions or other compensation due or payable on an absolute or contingent basis to any person, firm, corporation, or other entity, with respect to or on account of the formation of the Company or transfer of the Resort Property, arising by, through or under GCR or its Affiliates.

(f) Schedule 1 attached hereto is a schedule of all the Contracts of which GCR has actual knowledge as of the Effective Date which have been or shall be delivered or made available to Station. To GCR's actual knowledge, except as disclosed to Station in writing, the Contracts are in full force and effect, without material default by any party and without any material claims made for the right of setoff, except as expressly provided by the terms of such Contracts or as disclosed to Station in writing at the time of such delivery. To GCR's actual knowledge, except as disclosed to Station in writing, the Contracts constitute the entire agreements with such vendors with respect to the specific scope of work set forth therein relating to the Resort Property, have not been amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Station, and to GCR's actual knowledge, there are no other agreements with any third parties affecting the Resort Property with a remaining payment obligation in excess of $100,000, which will be binding on the Resort Property or the Company subsequent to the transfer of the Company.

(g) Except as set forth in the ED Property Documents or disclosed in writing to Station, to GCR's actual knowledge, there are no condemnation, environmental, zoning or other land-use regulation proceedings with respect to the Resort Property, either instituted or overtly threatened, which would materially detrimentally affect the value of the Resort Property or the use and operation of the Resort Property for the Project.

(h) Except as contained in the Property Documents, to GCR's actual knowledge, no "Hazardous Materials" are used, generated, transported, treated, constructed, deposited, stored, dispensed, placed or located in, on or under the Resort Property including, without limitation, the groundwater located thereunder, except for those quantities of Hazardous Materials which do violate applicable environmental laws. For the purpose of this Agreement, "Hazardous Materials" shall include, but not be limited to (A) substances defined as "hazardous materials," "hazardous substances," "hazardous wastes," or "toxic substances" in the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act 42 U.S.C. §6901 et seq.; applicable state and local statutes and regulations; and in the regulations adopted and publications promulgated pursuant to said laws from time to time, and (B) any chemical, material, substance or other matter of any kind whatsoever which is prohibited, regulated or limited by any federal, state, local, county or regional authority or legislation, including, without limitation, that enumerated above in Clause (A). Except as set forth in the ED Property Documents, to GCR's actual knowledge, there is no asbestos or PCB contained in or stored on the Resort Property including, without limitation, the materials comprising the Improvements. Notwithstanding anything herein to the contrary, GCR discloses and modifies the foregoing representations, and Station and the Company acknowledge, that vacated Lake Mead Drive is situated near or on portions of the Resort Property and that the Resort Property may

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contain such Hazardous Materials as may result from such a roadway or the use thereof, including, but not limited to, petroleum products and brake dust (e.g., asbestos), and agrees to accept the Resort Property subject to the same.

(i) Except as set forth in the ED Property Documents or disclosed to Station, GCR has not received any written notice from any insurance carrier or any of the tenants under the Leases of any material defects in the Resort Property, or in any portion thereof, which would materially adversely affect the insurability thereof or the cost of such insurance.

(j) Except as set forth in Schedule II attached hereto or as set forth in the ED Property Documents, there are no pending, or, to the GCR's actual knowledge, overtly threatened legal proceedings or actions of any kind or character with respect to the Resort Property which would materially adversely affect the Resort Property or GCR's interest therein.

(k) GCR is not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 (the "Code"), and GCR will furnish to the Company and Station, prior to the transfer of title to the Resort Property, an affidavit to that effect in form reasonably satisfactory to Station.

2. GCR represents and warrants to the Company and Station that the following matters are and will be true and correct as of the date of transfer of the Resort Property to the Company (the "Transfer Date") as if made on the Transfer Date:

(a) With respect to the Resort Property, and except as contained in the TD Property Documents (defined below) or in the Excluded Property Documents (defined below), GCR has received no written notice from any governmental authority advising GCR of (i) a violation of any laws or regulations (whether now existing or which will exist with the passage of time) or (ii) any action which must be taken to avoid a violation thereof.

(b) Prior to the Transfer Date, other than Excluded Property Documents, GCR has delivered to Station copies of all Property Documents comprised of the ED Property Documents and any Property Documents which are in GCR's or its Affiliates' possession and of which GCR has actual knowledge as of the Transfer Date, including those which have been submitted by GCR or any Affiliate thereof to the City of Henderson as of the Transfer Date (collectively, the "TD Property Documents").

(c) Except as contained in the TD Property Documents or Excluded Property Documents, to GCR's actual knowledge, there are no leases, rental, tenancy or occupancy agreements binding all or any portion of the Resort Property.

(d) Except as contained in the TD Property Documents or Excluded Property Documents, GCR has no actual knowledge of any documents, materials or studies not in GCR's or its Affiliates' possession that disclose material facts that would materially adversely affect the development of the Resort Property for the Project.

(f) Schedule 1 attached hereto is a schedule of all the Contracts (other than Excluded Property Documents) of which GCR has actual knowledge which have been or shall be delivered or made available to Station. To GCR's actual knowledge, except as disclosed to Station in writing or with respect to Excluded Property Documents, the Contracts are in full force and effect, without material default by any party and without any material claims made for the right of setoff,

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except as expressly provided by the terms of such Contracts or as disclosed to Station in writing at the time of such delivery. To GCR's actual knowledge, except as disclosed to Station in writing, the Contracts (other than with respect to Excluded Property Documents) constitute the entire agreements with such vendors with respect to the specific scope of work set forth therein relating to the Resort Property, have not been amended, modified or supplemented, except for such amendments, modifications and supplements delivered to Station, and to GCR's actual knowledge, there are no other agreements with any third parties affecting the Resort Property with a remaining payment obligation in excess of $100,000, which will be binding on the Resort Property or the Company subsequent to the transfer of the Company.

(g) Except as set forth in the TD Property Documents or Excluded Property Documents or disclosed in writing to Station, to GCR's actual knowledge, there are no condemnation, environmental, zoning or other land-use regulation proceedings with respect to the Resort Property, either instituted or overtly threatened, which would materially detrimentally affect the value of the Resort Property or the use and operation of the Resort Property for the Project.

(h) Except as contained in the TD Property Documents or Excluded Property Documents, and except for any actions taken or omitted to be taken by Station or its Affiliates or the Company or their respective contractors or subcontractors (excluding any contractor or subcontractor in a capacity other as a contractor or subcontractor of the Company), to GCR's actual knowledge, no "Hazardous Materials" are used, generated, transported, treated, constructed, deposited, stored, dispensed, placed or located in, on or under the Resort Property including, without limitation, the groundwater located thereunder, except for those quantities of Hazardous Materials which do violate applicable environmental laws. For the purpose of this Agreement, "Hazardous Materials" shall include, but not be limited to (A) substances defined as "hazardous materials," "hazardous substances," "hazardous wastes," or "toxic substances" in the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. §9601, et seq.; the Materials Transportation Act, 49 U.S.C. §1801, et seq.; the Resource Conservation and Recovery Act 42 U.S.C. §6901 et seq.; applicable state and local statutes and regulations; and in the regulations adopted and publications promulgated pursuant to said laws from time to time, and (B) any chemical, material, substance or other matter of any kind whatsoever which is prohibited, regulated or limited by any federal, state, local, county or regional authority or legislation, including, without limitation, that enumerated above in Clause (A). Except as set forth in the TD Property Documents, to GCR's actual knowledge, there is no asbestos or PCB contained in or stored on the Resort Property including, without limitation, the materials comprising the Improvements. Notwithstanding anything herein to the contrary, GCR discloses and modifies the foregoing representations, and Station and the Company acknowledge, that (I) vacated Lake Mead Drive is situated near or on portions of the Resort Property and that the Resort Property may contain such Hazardous Materials as may result from such a roadway or the use thereof, including, but not limited to, petroleum products and brake dust (e.g., asbestos), and (II) there has been construction on the Resort Property by or on behalf of the Company, Station or Parent (excluding any act performed by GCR or an Affiliate thereof without the consent of Station or Parent) with respect to the Project which might have resulted in the use, generation, transportation, storage, dispensing, disposal, placing or locating of Hazardous Materials on the Resort Property and Station and the Company agree to accept the Resort Property subject to the same.

(i) Except as set forth in the TD Property Documents or Excluded Property Documents or disclosed to Station, GCR has not received any written notice from any insurance carrier or any of the tenants under the Leases of any material defects in the Resort Property, or in any portion thereof, which would materially adversely affect the insurability thereof or the cost of such insurance.

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(j) Except as set forth in Schedule II attached hereto or as set forth in the Property Documents or Excluded Property Documents, there are no pending, or, to the GCR's actual knowledge, overtly threatened legal proceedings or actions of any kind or character with respect to the Resort Property which would materially adversely affect the Resort Property or GCR's interest therein.

(l) To GCR's actual knowledge, the Resort Property may be legally operated as a resort, casino (with non-restricted gaming) and hotel property in the manner contemplated by the Construction Plans existing as of the Transfer Date pursuant to the governmental zoning and similar land use entitlements (collectively, the "Entitlements") for the Resort Property existing as of the Transfer Date, and, to GCR's actual knowledge, there are no unsatisfied conditions or obligations imposed in connection with the Entitlements applicable to the Resort Property that require actions to be taken (or not taken) on land other than the Resort Property except to the extent contemplated by the Construction Plans. Notwithstanding anything in the Operating Agreement or this Exhibit L to the contrary, the representations set forth in this subsection (l) shall terminate at such time as the provisions of the Indemnity Agreement among, Station Casinos, Inc., GCR Gaming, LLC, GCR Gaming Guarantor, LLC, GCR II, GV Ranch Station, Inc., Green Valley Ranch Gaming, LLC, and Bank of America, N.A. are terminated pursuant to Section 18 thereof (without consideration of whether Section 4 thereof has been terminated).

3. The representations and warranties made in this Agreement by GCR shall be continuing and as to those made in Paragraph 2 above, shall be deemed remade by GCR as of the transfer of the Resort Property to the Company with the same force and effect as if in fact made at that time, subject, however, to the provisions of Section 4.1(a) of the Agreement. Except for the representations and warranties set forth in Section 1 of this Exhibit L, none of the representations or warranties made in this Agreement shall merge into any instrument or conveyance delivered at the transfer of the Resort Property to the Company but shall survive the transfer of the Resort Property to the Company for a period of 12 months. Notwithstanding anything to the contrary herein, to the extent Scott Nielson, Bill Warner, Frank Fertitta, Glenn Christenson or Jerry Shore have actual knowledge of any incorrect statement in any representation or warranty made by GCR, neither Station nor the Company can rely on such representation or warranty. (Any matter actually known by Nielson, Warner, Fertitta, Christenson or Shore or may be referred to as "Known by Station"). As used herein, "GCR's actual knowledge" means the current, actual personal knowledge of only Phillip Peckman, Chris Philibbosian, Rob Solomon, Mitchell Mize, John Kilduff, Patrick O'Malley and Doug Abel, without investigation and without imputation of any other person's knowledge. The fact that reference is made to the personal knowledge of named individuals shall not render such individuals personally liable for my breach of any of the foregoing representations and warranties. The Company and Station shall have those remedies set forth in the Agreement for the breach of any representation or warranty.

4. As used herein, "Excluded Property Documents" means those contracts, leases, governmental approvals, studies or other documents authorized by or received by Station or Parent or Known by Station, or known by any contractor or consultant of Station, Parent or the Company; provided; however, that any matter which is not Known by Station but which is known by a consultant or contractor of the Company retained by GCR or any affiliate of GCR (other than the Company) shall not be an Excluded Property Document to the extent that (i) the existence of the matter is reasonably likely to have a material adverse effect on the development, use or operation of the Project on the

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Property as a hotel, resort and casino consistent with the Design Plan, and (ii) as of the Conveyance Date, GCR has actual knowledge (as defined in this Exhibit L) of such matter.

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EXHIBIT 10.1
FIRST AMENDMENT TO OPERATING AGREEMENT GREEN VALLEY RANCH GAMING, LLC
RECITALS
AGREEMENT
EXHIBIT A
FIRST AMENDMENT TO GUARANTY
EXHIBIT B
FIRST AMENDMENT TO GUARANTY
EXHIBIT F-1 PERMITTED EXCEPTIONS
EXHIBIT F-2 REVISED CC&R's
EXHIBIT G LEGAL DESCRIPTION OF RESORT PROPERTY
EXHIBIT L GCR PROPERTY REPRESENTATIONS
EX-10.2 8 a2062475zex-10_2.htm EXHIBIT 10.2 Prepared by MERRILL CORPORATION
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EXHIBIT 10.2

STATION CASINOS, INC.

DEFERRED COMPENSATION PLAN FOR EXECUTIVES

(As Amended and Restated)
Effective as of September 12, 2001
* * * * *

Section 1. Purpose. The purpose of the Plan is for the Company to provide certain select executives of the Company with an opportunity to defer receipt of compensation for services rendered to the Company. It is intended that the Plan shall aid the Company in retaining and attracting employees whose abilities, experience and judgment can contribute to the continued progress of the Company. The Plan is a continuation of the Company's Deferred Compensation Plan for Executives originally effective November 30, 1994, as amended as of September 30, 1999 and further amended as of September 12, 2001.

Section 2. Definitions.

(a) "Account(s)" means the Deferred Compensation Account, the Supplemental Contributions Account and/or the Matching Contributions Account, as the context requires.

(b) "Bonus" means any special and/or discretionary compensation amounts in excess of Salary, determined by the Company to be payable to a Participant with respect to services rendered.

(c) "Cause" means, for each Participant, the same as the definition of "cause" contained in each Participant's employment agreement with the Company, as in effect from time to time

(d) "Change of Control" means, for each participant, the same as the definition of change of control contained in such participant's employment agreement with the Company, as in effect from time to time.

(e) "Committee" means the Human Resources Committee of the Company's Board of Directors.

(f) "Company" means Station Casinos, Inc.

(g) "Continuous Service" means a Participant's uninterrupted service with the Company or any affiliate whether before or after the effective date of original effectiveness of the Plan. Service shall not be deemed interrupted by a leave of absence authorized by the Committee, an absence due to mandatory military service or an absence due to disability while the Participant is receiving benefits under any short-term or long-term disability plan or arrangement maintained or sponsored by the Company.

(h) "Deferred Compensation" means the sum of Salary and Bonus that are the subject of an elective deferral under Section 5.

(i) "Deferred Compensation Account" means the bookkeeping account established for a Participant under the Plan and to which Deferred Compensation amounts with respect to such Participant are credited from time to time, as adjusted from time to time as provided in the Plan.

(j) "Deferred Compensation Election Form" means the form pursuant to which Eligible Executives elect to become Participants in the Plan and defer compensation thereunder, in such form as the Committee determines from time to time in its sole discretion.

(k) "Disability" means mental or physical disability as determined by the Committee in accordance with standards and procedures similar to those under the Company's broad-based regular long-term disability plan, if any. At any time that the Company does not maintain such a long-term disability plan, Disability shall mean the inability of a Participant, as determined by the

Committee, substantially to perform such Participant's regular duties and responsibilities due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six (6) consecutive months.

(l) "Eligible Executive" means any employee of the Company being paid Salary at a rate in excess of the amount specified in Section 401(a)(17) of the Internal Revenue Code of 1986, as amended, and who is selected for participation by the Committee.

(m) "Matching Contributions Account" means the bookkeeping account established for a Participant under the Plan and to which the Company's matching contributions under Section 5(b) of the Plan are credited from time to time, as adjusted from time to time under the Plan; provided that a Participant's Matching Contributions Account shall be divided into two portions: (a) the vested portion and (b) the unvested portion, each as indicated in a schedule approved by the Committee and maintained by the Chief Financial Officer of the Company with the Company's books and records (the "Schedule").

(n) "Participant" means an Eligible Executive who has elected to defer Salary and/or Bonus amounts pursuant to the Plan or on whose behalf the Company has made a supplemental contribution under Section 5(c).

(o) "Plan" means The Station Casinos, Inc. Deferred Compensation Plan for Executives, as set forth herein and as amended from time to time.

(p) "Plan Year" means the calendar year.

(q) "Salary" means the regular base compensation paid by the Company to an employee (without regard to any reduction thereof pursuant to the Plan or any thrift or savings plan maintained by the Company), exclusive of Bonus payments and any other incentive payments made by the Company to such employee.

(r) "Supplemental Contributions Account" means the bookkeeping account established for the Participant under the Plan and to which the Company's supplemental contributions under Section 5(c) of the Plan are credited from time to time, as adjusted from time to time under the Plan.

(s) "Unforeseeable Emergency" means a severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, loss of the Participant's property due to casualty, or other similar extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Participant.

Section 3. Eligibility. Individuals eligible to participate in the Plan shall consist of the Eligible Executives of the Company.

Section 4. Administration.

(a) The Plan shall be administered by the Committee. The Committee is authorized to construe and interpret the Plan and promulgate, amend and rescind rules and regulations relating to the implementation, administration and maintenance of the Plan. Subject to the terms and conditions of the Plan, the Committee shall make all determinations necessary or advisable for the implementation, administration and maintenance of the Plan including, without limitation, determining the Eligible Employees and correcting any technical defect(s) or technical omission(s), or reconciling any technical inconsistency(ies), in the Plan. The Committee may designate persons other than members of the Committee to carry out the day-to day ministerial administration of the Plan under such conditions and limitations as it may prescribe; provided, however, that the Committee shall not delegate its authority with regard to the determination of Eligible Employees. The Committee's determinations under the Plan need not be uniform and may be made selectively among Participants, whether or not such Participants are similarly situated. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration, implementation or maintenance of the Plan shall be final, conclusive and binding upon all Participants and any person(s) claiming under or through any Participants.

(b) The Company will indemnify and hold harmless the Committee and each member thereof against any cost or expense (including without limitation attorney's fees) or liability (including without limitation any sum paid in settlement of a claim with the approval of the Company) arising out of any act or omission to act, except in the case of willful gross misconduct or gross negligence.

Section 5. Participation; Elective Deferrals; Matching Contributions; Supplemental Contributions.

(a) To elect to participate in the Plan for a particular Plan Year, an Eligible Executive must execute a Deferred Compensation Election Form and file such form with the Committee (or its designee) before the commencement of such Plan Year; provided that the amount of Bonus deferred by the Executive may be determined by amendment to the Deferred Compensation Election Form made during the Plan Year but prior to the determination of the of the amount of such Bonus. To participate in the Plan during the first year in which an individual becomes eligible to participate in the Plan, the new Eligible Executive must make an election to defer Salary compensation for services to be performed subsequent to the election and/or to defer Bonus compensation, in each case, within 30 days after the date the new Eligible Executive becomes eligible. Such election shall:

(i) contain a statement that the Eligible Executive elects to defer a portion of the Eligible Executive's Salary (up to 50% thereof, in increments of 1%) and/or Bonus (up to 100% thereof, in increments of 1%) for a specified Plan Year that becomes payable to the Eligible Executive after the filing of such;

(ii) apply only to the Salary otherwise payable to the Eligible Executive during the Plan Year for which such election is made and to any Bonus payment that is attributable to the Eligible Executive's services rendered to the Company during the Plan Year for which such election is made (whether or not actually payable in such Plan Year);

(iii) be irrevocable with respect to the Plan Year to which it applies; and

(iv) if the Eligible Executive so desires, specify a date, no earlier than thirteen months after the date such election is made, that the vested accrued balances of his or her Accounts will be paid pursuant to Section 6 below. Absent such election, the vested accrued balances of his or her Accounts will be paid following his or her termination of employment in accordance with Section 6 below. A Participant may change his or her election as to the date on which the vested accrued balances of his or her Accounts will be paid at any time prior to the payment of such amounts; provided, however, that such election to change the distribution date shall only be effective with respect to payments of vested accrued Account balances to be made no earlier than 13 months after the date of such election. If a Participant was to receive payment of the vested accrued balances of his or her Accounts prior to the date which is 13 months after the date of such election, such Participant's vested accrued Account balances shall be paid in accordance with his or her most recent other election made more than 13 months prior to the payment date of his or her vested accrued Account balances.

Upon receipt of an Eligible Executive's deferral election, the Company shall establish as an accounting entry an individual Deferred Compensation Account for such Eligible Executive and such Eligible Executive shall become a Participant under the Plan. Thereafter, the Company shall credit the Executive's Deferred Compensation Account with all Deferred Compensation which would otherwise have been payable to the Eligible Executive in the absence of an election under the Plan. The Deferred Compensation Account shall be credited no less frequently than the seventh day of each month in an amount equal to the sum of the Deferred Compensation that would otherwise have been paid by the Company in accordance with the Company's normal payroll practices for the immediately preceding month.

(b) At the beginning of each month, the Company shall, if on the first day of any such month the Participant is employed by the Company, credit matching contributions to the Participant's Matching Contributions Account in an amount up to 10% of the salary amounts

actually deferred under the Plan by the Participant in respect of the preceding month and up to 10% of the Bonus the Executive elected to defer on the then current Deferred Compensation Election Form (as adjusted for amendments) for such Plan Year. The Company match percentage cannot exceed the percentage deferred by the Participant. Such matching contributions shall be credited as provided in Section 5(a).

(c) From time to time, the Company may, in its sole discretion, credit supplemental contributions to the Participant's Supplemental Contributions Account in such amounts as the Company shall determine in its sole discretion. Such supplemental contributions shall be credited as provided in Section 5(a).

(d) Each Participant's Account balances and all amounts credited pursuant to Section 5(a), (b) and (c) shall be credited with a hypothetical money market rate of interest determined by the Committee from time to time or, to the extent permitted by the Committee, shall be hypothetically "invested" in such securities listed on any national or foreign stock exchange or traded on the National Association of Securities Dealers Automated Quotations system, or in any mutual fund, as designated from time to time by the Participant and the Committee in accordance with procedures to be established by the Committee. Prior to such hypothetical investment by the Participant, credited amounts shall be hypothetically invested in a money market fund designated by the Committee. In the absence of alternative instructions, current earnings and other distributions on or with respect to such hypothetical investments shall be hypothetically reinvested, if possible, as of the date of payment of any such amounts in the same or similar investment or instruments generating the earnings or other distribution. If such reinvestment is not possible, any such earnings shall be hypothetically invested in a money market fund designated by the Committee. The aggregate value of the Accounts shall, from time to time, increase or decrease in accordance with the experience of the Participant's hypothetical investments, if any. The Accounts shall be valued in the aggregate by the Committee as of the last day of each month, in accordance with Section 7.

Section 6. Payment of Deferred Compensation. The vested accrued balances in a Participant's Deferred Compensation Account, Matching Contributions Account and Supplemental Account shall be paid to a Participant (or, in the case of any Participant's death prior to payment, the Participant's designated beneficiary(ies)) in cash and/or in such other manner as may be determined by the Committee; provided, however, that if any portion of the vested accrued balance in a Participant's Accounts is to be distributed in a Plan Year in which all or a portion of such distribution would not be deductible by the Company because of Section 162(m) of the Internal Revenue Code of 1986, as amended, the Company may, in its sole discretion, delay the payment of the nondeductible portion of such Participant's Accounts until such time as the Company determines the payment of such amounts will be deductible by the Company.

Section 7. Valuation. At the end of each Plan Year, the vested and unvested balances in the Deferred Compensation Account, Supplemental Contributions Account and the Matching Contributions Account of each Participant shall be determined by the Company, taking into account any increase therein for such Plan Year as a result of deemed dividends or distributions on any security in which amounts credited to the Accounts are hypothetically invested as provided in Section 5(d). The balance determined, as of the end of each Plan Year, shall be communicated in writing to each Participant as soon as practicable after the end of the Plan Year. In the case of any termination of employment under Section 6(i) above, the vested and unvested balances in the Deferred Compensation Account, Supplemental Contributions Account and the Matching Contributions Account of any affected Participant shall be determined by the Company as of the end of the month in which occurs any such termination of employment, also taking into account any increase therein for such Plan Year to date as a result of deemed dividends or distributions on any security in which amounts credited to the Accounts are hypothetically invested as provided in Section 5(d). In the case of a payment to a Participant under Section 6(ii) above, the vested and unvested balances in the Deferred Compensation Account, Supplemental Contributions Account and the Matching Contributions Account of any affected Participant shall be determined by the Company as of the last day of the calendar month ending at

least 15 days prior to the date of such payment, also taking into account any increase therein for such Plan Year to date as a result of any deemed dividends or distributions on any security in which amounts credited to the Accounts are hypothetically invested as provided in Section 5(d).

Notwithstanding any other provision of the Plan, the balances in the bookkeeping Accounts maintained for each Participant in the Plan as of September 12, 2001 shall be as set forth in the Schedule.

Section 8. Distributions in Cases of Hardship. The Committee may make distributions to a Participant from the vested balances in such Participant's Deferred Compensation Account, Supplemental Contributions Account or Matching Contributions Account upon a showing by such Participant that an Unforeseeable Emergency has occurred. Such distributions shall be limited to the amount shown to be necessary to meet the Unforeseeable Emergency.

Section 9. Vesting. Notwithstanding anything contained herein to the contrary, a Participant's accrued balance in such Participant's Deferred Compensation Account (and the amounts payable with respect thereto) shall be fully vested at all times. A Participant's accrued balance in such Participant's Matching Contributions Account (and the amounts payable with respect thereto) and in such Participant's Supplemental Contributions Account (and the amounts payable with respect thereto) shall, in each case, be vested as to 20% of the balance in such Account for each year of Continuous Service completed by the Participant and shall be fully vested after the Participant has completed five years of Continuous Service; provided, however, that a Participant's accrued but unvested balance in the pre-September 12, 2001 portion of such Participant's Matching Contributions Account (and the amount payable with respect thereto) shall, in each case, be vested as to 1/36^th of the balance in such Account for each month of Continuous Service completed by the Participant after August 31, 2001 and shall be fully vested after the Participant has completed 36 months of Continuous Service after such date. Notwithstanding the immediately preceding sentence, if (a) the Participant dies, (b) the Participant's employment with the Company is terminated due to Disability, (c) the Participant's employment agreement with the Company is terminated by the Company without Cause, or (d) a Change of Control occurs, such Participant's accrued balance in the Matching Contributions Account and Supplemental Contributions Account shall be fully vested as of the date of death, the date of such termination or the date of any such Change of Control, as the case may be.

Section 10. Forfeiture. Upon any Participant's termination of employment other than due to death or Disability, such Participant's accrued balance in such Participant's unvested Matching Contributions Accounts (and the amounts payable with respect thereto) and in such Participant's unvested Supplemental Contributions Account (and the amounts payable with respect thereto) shall, in each case, be forfeited by such Participant.

Section 11. Amendment; Termination. The Plan may be amended, modified or terminated at any time by the Committee except that no such amendment, modification or termination shall have a material adverse effect on the accrued balance of any Participant's Deferred Compensation Account, Supplemental Contributions Account and/or Matching Contributions Account as of the effective date of any such amendment, modification or termination (without the consent of the Participant (or, if the Participant is dead, his or her beneficiary(ies))); provided however, that a termination of the Plan followed by a distribution of all vested and unvested account balances shall be deemed to not have a material adverse effect on a Participant's accrued balances.

Section 12. Participant's Rights Unsecured; No Duty to Invest. The right of a Participant to receive any distribution hereunder shall be an unsecured claim against the general assets of the Company. No Company assets shall in any way be subject to any prior claim by any Participant. The Company shall have no duty whatsoever to set aside or invest any amounts credited to any Deferred Compensation Account, Supplemental Contributions Account or Matching Contributions Account established under the Plan. Nothing in the Plan shall confer upon any employee of the Company any right to continued employment with the Company, nor shall it interfere in any way with the right, if any, of the Company to terminate the employment of any employee at any time for any reason. A Participant shall have no

right, title, or interest whatsoever in or to any specific assets of the Company, nor any investments, if any, which the Company may make to aid it in meeting its obligations hereunder. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Company and any Participant or any other person. The Company may enter into a "rabbi" trust agreement to provide for a source of funds out of which all or any portion of the benefits under the Plan may be satisfied.

Section 13. Restrictions on Alienation. No amount deferred or credited to any Account under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge. Any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, levy or charge the same shall be void; nor shall any amount be in any manner be subject to any claims for the debts, contracts, liabilities, engagements or torts of the Participant (or the Participant's beneficiary or personal representative) entitled to such benefit. No Participant shall be entitled to borrow at any time any portion of the Participant's Account balances under the Plan.

Section 14. Withholding. As a condition to the receipt of any benefit pursuant to the terms of this Plan, the Participants, or their beneficiaries or personal representatives, as applicable, shall remit to the Company, in cash, an amount equal to amount of any taxes required to be withheld by the Company pursuant to any Federal, state or local law, rule or regulation with respect to the payment of such benefit. The Participants, their beneficiaries and personal representatives shall bear any and all Federal, foreign, state, local, income, or other taxes imposed on amounts paid under the Plan.

Section 15. Participants Bound by Terms of the Plan. By electing to become a Participant, each Eligible Executive shall be deemed conclusively to have accepted and consented to all terms of the Plan and all actions or decisions made by the Company with regard to the Plan. Such terms and consent shall also apply to and be binding upon the beneficiaries, personal representatives and other successors in interest of each Participant. Each Participant shall receive a copy of the Plan.

Section 16. Designation of Beneficiary(ies). Each Participant under the Plan may designate a beneficiary or beneficiaries to receive any payment which under the terms of the Plan becomes payable on, after or as a result of the Participant's death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant's estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant.

Section 17. Severability of Provisions. In the event any provision of the Plan would serve to invalidate the Plan, that provision shall be deemed to be null and void, and the Plan shall be construed as if it did not contain the particular provision that would make it invalid. The Plan shall be binding upon and inure to the benefit of (a) the Company and its respective successors and assigns, and (b) each Participant, his or her designees and estate. Nothing in the Plan shall preclude the Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation, or engaging in any other corporate transaction.

Section 18. Governing Law and Interpretation. The Plan shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws of the State of Nevada. This Plan shall not be interpreted as either an employment or trust agreement.

Section 19. Other Company Benefit and Compensation Programs. Payments and other benefits received by a Participant under the Plan shall not be deemed a part of a Participant's compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any affiliate of the Company. The existence of the

Plan notwithstanding, the Company may adopt such other compensation plans or programs and additional compensation arrangements as it deems necessary to attract, retain and motivate employees. The Committee is authorized to cause to be established a trust agreement or several trust agreements or similar arrangements from which the Committee may make payments of amounts due or to become due to any Participants under the Plan.

Section 20. Effective Date of the Plan. The Plan as reflected herein shall be effective as of September 12, 2001 upon its adoption by the Company. The Plan originally was effective as of November 30, 1994.

IN WITNESS WHEREOF, the Plan is hereby adopted by the Company on this 12 day of September, 2001.

		STATION CASINOS, INC.
		By:		/s/ Glenn C. Christenson Executive Vice President, Chief Financial Officer and Chief Administrative Officer

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EXHIBIT 10.2
STATION CASINOS, INC. DEFERRED COMPENSATION PLAN FOR EXECUTIVES
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