RESTRUCTURING SUPPORT AGREEMENT

Exhibit 7.02

EXECUTION VERSION

RESTRUCTURING SUPPORT AGREEMENT

This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of April 16, 2010 (as amended, supplemented or otherwise modified in accordance with the terms hereof, this “Support Agreement”, which term shall include each Exhibit annexed hereto) by each of (i) the Lenders (as defined below) from time to time party hereto (together with their permitted successors and assigns, the “Consenting Lenders”), (ii) Station Casinos, Inc. (“OpCo”, and together with its subsidiaries and affiliates set forth on Exhibit A, the “Company” (in each case, to the extent authorized by the Bankruptcy Court)), (iii) Xxxxxxxx Gaming LLC (“FG”) and (iv) Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx, as primary equity investors in FG (the “FG Principals”). The Company, FG, the FG Principals and the Consenting Lenders are referred to herein as the “Parties”.

WHEREAS, the Consenting Lenders are creditors of certain Debtors (as defined below) by reason of being a party to (i) the Credit Agreement dated as of November 7, 2007 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among OpCo, as borrower, certain subsidiaries of OpCo party thereto as guarantors, Deutsche Bank Trust Company Americas, as Administrative Agent, and the lenders from time to time party thereto (the “Lenders”), and (ii) the Secured Hedge Agreement (as defined in the Credit Agreement) dated as of February 12, 2008, by and between OpCo and JPMorgan Chase Bank, N.A.;

WHEREAS, OpCo and certain of its affiliates (collectively, the “Debtors”) commenced reorganization cases by filing voluntary petitions (the “Petitions”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”) (the earliest date of filing of such Petitions (i.e., July 28, 2009), the “Petition Date”, and the cases of the Debtors set forth on Exhibit B being the “OpCo Chapter 11 Cases”, and such Debtors being the “OpCo Debtors”, and the cases of the Debtors set forth on Exhibit C being the “PropCo Chapter 11 Cases”, and such Debtors being the “PropCo Debtors”, and, collectively, such cases being the “Chapter 11 Cases”);

WHEREAS, the Parties have negotiated and desire to effectuate the transactions contemplated by the restructuring term sheet annexed hereto as Exhibit D and the schedules and annexes thereto (collectively, the “Term Sheet”); and

WHEREAS, the German American Capital Corporation and XX Xxxxxx Xxxxx Bank, N.A. (collectively, the “Mortgage Lenders”) and FG, through a newly formed entity (the “Purchaser”), desire to acquire substantially all of the assets and assume certain specified liabilities of OpCo and certain of its subsidiaries as described in the Term Sheet, which terms are to be set forth in (x) modifications to the Chapter 11 plan of reorganization filed with the Bankruptcy Court on March 24, 2010 [Docket No. 1131] to be negotiated and which shall be in a form and contain such other terms as may be reasonably satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders (as defined below) (as so modified, the “Plan”) and (y) a Purchase & Sale Agreement to be negotiated and executed hereafter by the Purchaser and the Company, the terms and form of which shall be reasonably satisfactory to the Mortgage Lenders, FG, the Required Consenting Lenders and the Company (the “Purchase &

Sale Agreement”, together with the Plan, the related disclosure statement, this Support Agreement and the Term Sheet, the “Core Restructuring Documents”).

NOW, THEREFORE, in consideration of the foregoing and the promises, mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party, intending to be legally bound, agrees as follows:(1)

Section 1. Term Sheet.

1.1 Support of Term Sheet.

(a) Until the Termination Date (as defined below), the Parties, severally and not jointly, agree to support and use their respective commercially reasonable efforts to consummate the transactions contemplated under the Term Sheet and solicit acceptances for the Plan.

(b) Until the Termination Date, the Parties, severally and not jointly, agree to use their respective commercially reasonable efforts to (v) file and/or support modifications to the Debtors’ Motion for Entry of Order Establishing Bidding Procedures and Deadlines Relating to Sale Process for Substantially all of the Assets of Station Casinos, Inc. and Certain “OpCo” Subsidiaries [Docket No. 1175] (the “Bidding Procedures”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, (w) file and/or support modifications to the Joint Motion Of Station Casinos, Inc. And FCP Propco, LLC Pursuant To 11 U.S.C. §§ 105(a), 363(b)(1), 365(d)(3) And 365(d)(4)(B)(ii) And Fed. R. Bankr. P. 9019 For Entry Of An Order Approving Second Amendment To Amended And Restated Master Lease Compromise Agreement [Docket No. 1179] (the “Second Amended MLCA”) in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, (x) file and/or support modifications to the Plan and related disclosure statement (as so modified, the “Disclosure Statement”), each in form and substance satisfactory to the Company, the Mortgage Lenders, FG and the Required Consenting Lenders, with the Bankruptcy Court, (y) seek approval of the Disclosure Statement and confirmation of the Plan (including the entry of a confirmation order in form and substance satisfactory to the Company, the Required Consenting Lenders, the Mortgage Lenders and FG (the “Confirmation Order”)) and (z) with respect to the Company, subject to Section 6, solicit votes to accept or reject the Plan.

(c) Until the Termination Date, each Consenting Lender, severally and not jointly, hereby agrees to (i) take, in its sole discretion, any commercially reasonable actions in furtherance of all of the restructuring transactions contemplated by the Core Restructuring Documents, (ii) subject to Section 6, vote its claims (as defined in section 101(5) of the Bankruptcy Code) against the OpCo Debtors

(1) With respect to OpCo and all other OpCo Debtors, such entities shall be bound by the terms of this Support Agreement only to the extent the Bankruptcy Court authorizes such entity’s entry into and performance under this Support Agreement.

arising under or in connection with the Credit Agreement, as set forth on Exhibit E annexed hereto, or the Secured Hedge Agreement, inclusive of any claims acquired pursuant to Section 7.1 (the “Claims”, provided that as used herein, “Claims” shall not include any claim held by a Consenting Lender in a fiduciary or similar capacity or held by any other business unit or affiliate of such Consenting Lender, unless such business unit or affiliate is or becomes a party to this Support Agreement), now or hereafter beneficially owned by such Consenting Lender or for which the Consenting Lender now or hereafter serves as the nominee, investment manager or advisor for beneficial holders, to accept the Plan and not change or withdraw (or cause to be changed or withdrawn) such vote, (iii) use its commercially reasonable efforts to support confirmation of the Plan (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan), (iv) use its commercially reasonable efforts to support Bankruptcy Court approval of this Support Agreement, the Bidding Procedures (as modified pursuant to Section 1.1(b) above), the Second Amended MLCA (as modified pursuant to Section 1.1(b) above), and the Debtors’ pending motion to extend its plan exclusivity period through the date of the confirmation hearing on the Plan, (v) consent to OpCo’s continued use of the Lenders’ cash collateral pursuant to the OpCo Cash Collateral Order (as defined below) and to the Administrative Agent’s entry into a further forbearance agreement with respect to OpCo’s non-debtor subsidiaries and affiliates, in each case on terms reasonably acceptable to the Required Consenting Lenders, (vi) not object to, or otherwise commence any proceeding to oppose or alter, the Core Restructuring Documents, motions filed by the Parties in connection therewith, or any other documents or agreements to be executed or implemented in connection with the Plan, or otherwise contemplated by the reorganization, each of which documents shall contain terms and be in such form as is reasonably satisfactory to the Mortgage Lenders, FG, the Company and the Required Consenting Lenders consistent in all material respects with this Support Agreement (collectively, and together with the Core Restructuring Documents, the “Restructuring Documents”), (vii) except as otherwise contemplated herein, refrain from taking any action not required by law that is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or consummation of the asset sale and assumption of liabilities to be effectuated pursuant to the Purchase & Sale Agreement and the Plan, or that is otherwise inconsistent with the express terms of the Restructuring Documents; provided that, the Required Consenting Lenders shall have the right to object to or oppose any proposed amendments, modifications or supplements to the Restructuring Documents to the extent that any such proposed amendment, modification or supplement is inconsistent with the terms and conditions of the Restructuring Documents, and to take any action from time to time to enforce their rights hereunder or thereunder, and (viii) subject to subsection 1.1(f), (A) immediately cease any and all existing activities, discussions or negotiations with any persons conducted heretofore with respect to any “Competing Transaction”(2) and (B) not

(2) “Competing Transaction” means any transaction that is conditioned or predicated on the transactions contemplated by this Support Agreement (including the terms set forth in the Term Sheet) not being completed in accordance with the terms therein, or is intended or is reasonably expected to result in such transactions not being so completed, including without limitation any alternative plan of reorganization (whether or not involving new equity ownership) under Chapter 11 of the Bankruptcy Code or liquidating plan under Chapter 7 of the Bankruptcy Code (other than a liquidating plan that does not involve the continuation of a substantial part of the business of OpCo and its subsidiaries (excluding FCP MezzCo. Parent, LLC and its subsidiaries) as going concerns).

directly or indirectly, propose, support, solicit, encourage, negotiate or participate in the formulation of, or enter into, any plan of reorganization or liquidation in the OpCo Chapter 11 Cases (other than the Plan) or any Competing Transaction.

(d) Until the Termination Date, FG agrees to (i) take, in its sole discretion, any commercially reasonable actions in furtherance of the restructuring transactions contemplated by the Core Restructuring Documents, (ii) use its commercially reasonable efforts to support confirmation of the Plan (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan) including seeking the entry of the Confirmation Order, (iii) not object to, or otherwise commence any proceeding to oppose or alter, the Restructuring Documents, (iv) except as otherwise contemplated herein, refrain from taking any action not required by law that is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or consummation of the asset sale and assumption of liabilities to be effectuated pursuant to the Purchase & Sale Agreement and the Plan, or that is otherwise inconsistent with the express terms of the Restructuring Documents; provided that, FG shall have the right to object to or oppose any proposed amendments, modifications or supplements to the Restructuring Documents to the extent that any such proposed amendment, modification or supplement is inconsistent with the terms and conditions of the Restructuring Documents, and to take any action from time to time to enforce its rights hereunder or thereunder, and (v) not directly or indirectly, propose, seek, support, solicit, encourage, negotiate or participate in the formulation of any plan of reorganization or liquidation in the OpCo Chapter 11 Cases (other than the Plan).

(e) Until the Termination Date, the Company, jointly and severally, agrees to, subject to any required approval of the Bankruptcy Court, and any applicable order of the Bankruptcy Court now or hereafter entered, (i) take, in its sole discretion, any commercially reasonable actions in furtherance of all of the restructuring transactions contemplated by the Core Restructuring Documents, (ii) use its commercially reasonable efforts to file modifications to the Disclosure Statement and seek approval of the Disclosure Statement, as so modified, and file modifications to the Plan, solicit acceptances for, and support confirmation of the Plan, as so modified (and not object to, or support any other person’s efforts to oppose or object to, confirmation of the Plan) including seeking the entry of the Confirmation Order, (iii) not object to, or otherwise commence any proceeding to oppose or alter, the Restructuring Documents, (iv) except as otherwise contemplated herein, refrain from taking any action not required by law that is inconsistent with, or that would materially delay or impede approval, confirmation or consummation of the Plan or consummation of the asset sale and assumption of liabilities contemplated by the Purchase & Sale Agreement, or that is otherwise inconsistent with the express terms of the Restructuring Documents; provided that, the Company shall have the right to object to or oppose any proposed amendments, modifications or supplements to the Restructuring

Documents to the extent that any such proposed amendment, modification or supplement is inconsistent with the terms and conditions of the Restructuring Documents, and to take any action from time to time to enforce its rights thereunder, and (v) subject to subsections 1.1(f) and 7.7(d) not, directly or indirectly, propose, seek, support, solicit, encourage, negotiate or participate in the formulation of, or enter into, any plan of reorganization or liquidation in the OpCo Chapter 11 Cases (other than the Plan) or any Competing Transaction.

(f) Until the Termination Date, except as contemplated by the Bidding Procedures, the Consenting Lenders and the Company (subject to subsection 7.7(d)) shall not, nor shall they authorize or permit any of their respective officers or other employees, controlled affiliates, or any financial advisor, attorney or other advisor or representative retained by any of them to, directly or indirectly, (i) propose, support, solicit, encourage, negotiate, or induce the making, submission or announcement of, or cooperate in any way with, agree to, assist or participate in, consider, entertain, or facilitate a Competing Transaction, (ii) furnish to any person (other than Purchaser) any non-public information relating to the Company, or afford access to the business, properties, assets, books or records of the Company to any person (other than Purchaser) or take any other action intended to assist or facilitate any inquiries or the making of any proposal that constitutes or is reasonably likely to lead to a Competing Transaction, (iii) participate or engage in discussions or negotiations with any person with respect to a Competing Transaction, or (iv) enter into any letter of intent, memorandum of understanding or other agreement or arrangement contemplating or otherwise relating to a Competing Transaction. For the avoidance of doubt, this subsection 1.1(f) shall not restrict the ability of any director, officer or other employee, agent or advisor of the Company acting for their own account (as opposed to as a director, officer or other employee, agent or advisor of the Company or its controlled affiliates) from taking any of the actions specified in clauses (i) through (iv) of this section 1.1(f).

(g) Without limiting any other provision hereof, and in a manner consistent with the Term Sheet, and further subject to the rights, remedies and obligations of the Parties under this Support Agreement, each Party hereby agrees, severally and not jointly, to negotiate in good faith with the other Parties each of the definitive agreements and documents referenced in, or reasonably necessary or desirable to effectuate the transactions contemplated by the Restructuring Documents (collectively, and including, without limitation, definitive forms of the Core Restructuring Documents, the “Definitive Documentation”).

(h) The FG Principals and FG agree to fund their equity commitment as specified in the Term Sheet provided that the Plan is confirmed and becomes effective, and shall deliver to the Administrative Agent an equity commitment letter in form and substance acceptable to the Required Consenting Lenders (the “Equity Commitment Letter”) by no later than April 26, 2010.

1.2 Cooperation with Asset Transfers and Non-Interference.

(a) Cooperation Obligation. The Consenting Lenders hereby consent to the transfer of assets, free and clear of the Administrative Agent’s liens, to PropCo as provided for in the Second Amended MLCA and the Plan upon the occurrence of

either (x) the effective date of the Plan or (y) the Asset Transfer Condition, whether such transfers occur pursuant to the Second Amended MLCA, the Plan or further order of the Bankruptcy Court; provided that contemporaneous with the closing and transfer of such assets the Administrative Agent (for the benefit of the Lenders) receives (i) net cash proceeds therefor in the amount set forth in the Second Amended MLCA (if the Asset Transfer Condition occurs)or (ii) all of the consideration set forth in the Term Sheet if the Plan is confirmed and, in each case, the Texas Station lease amendments or other agreements contemplated by the Term Sheet shall be in full force and effect. Without limiting the generality of the foregoing, promptly following the Effective Date (as defined below) the Consenting Lenders shall amend the Credit Agreement to effectuate the asset transfers consented to in the preceding sentence; provided that, such amendment is in form and substance reasonably satisfactory to the Consenting Lenders and is approved by an order of the Bankruptcy Court which is in form and substance reasonably satisfactory to the Company, the Consenting Lenders and the Mortgage Lenders. Furthermore, if necessary, the Parties shall cooperate in good faith to agree upon a mutually acceptable manner of effectuating the asset transfers contemplated by the Second Amended MLCA and the Plan.

(b) Non-Interference Obligation. In the event that the Plan is not confirmed, (x) the Consenting Lenders shall take no actions intended, tending, or that may reasonably be expected to interfere with the efforts of the Mortgage Lenders, the Debtors, FG and/or the FG Principals to seek confirmation of or consummate an alternative plan of reorganization to effectuate a reorganization of the PropCo Debtors on a stand-alone basis and without the proposed acquisition of Opco by Purchaser (other than the specified assets to be transferred under the Second Amended MLCA) and (y) the Debtors, FG and the FG Principals shall take no actions intended, tending, or that may reasonably be expected to interfere with the efforts of the Consenting Lenders to seek confirmation of or consummate an alternative plan of reorganization to effectuate a reorganization of the OpCo Debtors on a stand-alone basis and without the proposed acquisition of OpCo by the Purchaser (other than the specified assets to be transferred under the Second Amended MLCA).

(c) Any of the following events shall constitute an “Asset Transfer Condition”:

(1) a person other than Purchaser is selected as the Successful Bidder pursuant to (and as defined in) the Bidding Procedures;

(2) the class of Lenders under the Plan does not accept the Plan and such Plan is not confirmed pursuant to section 1129(b) of the Bankruptcy Code; or

(3) the Plan is not confirmed and any Consenting Lender breaches a material obligation under this Support Agreement and such breach is the primary cause of the Bankruptcy Court not entering an order (a) approving the Second Amended MLCA, (b) approving the Bidding Procedures, (c) approving the Debtors’ motion to extend exclusivity, or (d) confirming the Plan.

(d) The provisions of this Section 1.2 shall survive the termination of this Support Agreement, and shall continue and remain in full force and effect notwithstanding any such termination.

Section 2. Termination Events.

2.1 Termination Events.

The occurrence of any of the following shall be a “Termination Event”:

(a) entry of an order by the Bankruptcy Court approving the adequacy of a disclosure statement in connection with a plan of reorganization or liquidation for the OpCo Debtors pursuant to section 1125 of the Bankruptcy Code other than the Plan;

(b) the effective date of the Plan;

(c) entry of an order confirming a plan of reorganization or liquidation for the OpCo Debtors other than the Plan;

(d) three (3) business days after FG, the FG Principals and all Consenting Lenders deliver executed copies of this Support Agreement to OpCo, unless the OpCo Debtors shall have filed with the Bankruptcy Court a motion (the “Support Agreement Motion”) seeking entry of an order authorizing the OpCo Debtors to enter into and perform their obligations under or in connection with this Support Agreement prior to the expiration of such third Business Day;

(e) unless otherwise waived by the Required Consenting Lenders, thirty (30) calendar days (or as soon thereafter as the Bankruptcy Court’s calendar permits) after the Support Agreement Motion is filed, unless the Bankruptcy Court has entered an order approving the Support Agreement Motion; provided, that any Termination Event arising under this subsection 2.1(e) shall apply only to the Company, and this Support Agreement shall otherwise remain in full force and effect, subject to the terms of this Section 2.1, with respect to all such remaining Parties;

(f) May 31, 2010, unless prior thereto an order is entered by the Bankruptcy Court approving the Bidding Procedures, which shall be in a form and with terms reasonably satisfactory to FG, the Mortgage Lenders, the Required Consenting Lenders and the Company;

(g) May 1, 2010, unless the Company files modifications to the Plan and the Disclosure Statement with the Bankruptcy Court, which, in each case, shall be in form and substance satisfactory to the Company, FG, the Mortgage Lenders and the Required Consenting Lenders (unless such Termination Event is waived by such Parties);

(h) Intentionally omitted;

(i) May 10, 2010, unless the Bankruptcy Court has entered an order approving the Second Amended MLCA, which Second Amended MLCA (and any amendments, modifications or supplements thereto) and the order approving

same shall be in form and substance satisfactory to FG, the Mortgage Lenders, the Company and the Required Consenting Lenders;

(j) June 30, 2010, unless the Bankruptcy Court has entered an order approving the Disclosure Statement for the Plan;

(k) September 30, 2010, unless the Bankruptcy Court has entered the Confirmation Order for the Plan;

(l) (i) 11:59 p.m. (EST) on December 31, 2010, subject to an extension of up to ninety (90) days if so elected in the sole discretion of the Purchaser (it being understood that the Purchase Price (as set forth in the Term Sheet) shall remain unchanged), unless the transactions to be set forth in the Plan and the Purchase & Sale Agreement are consummated and closed or (ii) 11:59 p.m. (EST) on any date prior to such date, if any of the conditions to the effectiveness of the Plan or the Purchase & Sale Agreement are no longer capable of being satisfied;

(m) (i) any court of competent jurisdiction or other competent governmental or regulatory authority issues a ruling, determination, or order making illegal or otherwise restricting, preventing or prohibiting the consummation of, or enjoining any of the Parties from entering into, the transactions contemplated by the Restructuring Documents, including an order of the Bankruptcy Court denying confirmation of the Plan or any other Restructuring Document, which ruling, determination, or order (A) has been in effect for 14 days, (B) is not subject to stay, and (C) cannot be remedied to the reasonable satisfaction of the Company, FG, the Purchaser and the Required Consenting Lenders, or (ii) unless waived by the Required Consenting Lenders, the occurrence of any event that could reasonably have a material adverse effect on the ability of the appropriate Parties (A) to receive the necessary gaming and other licenses and approvals in respect of the transactions contemplated by the Plan or any other Restructuring Document or (B) to manage the OpCo assets and properties once the Plan becomes effective;

(n) once executed, any amendment, modification or waiver to the Purchase & Sale Agreement (unless the Required Consenting Lenders, the Company, FG and the Mortgage Lenders have given their prior written consent to such amendment, modification or waiver);

(o) once executed, the termination of the Purchase & Sale Agreement in accordance with its terms;

(p) (i) any court of competent jurisdiction declares a material provision of this Support Agreement to be invalid or unenforceable or (ii) the Bankruptcy Court grants or orders any relief that is inconsistent with the Term Sheet, this Support Agreement or any other Restructuring Document;

(q) the occurrence of any breach of this Support Agreement by any of the Parties (to the extent not otherwise cured or waived in accordance with the terms hereof); provided that if any Consenting Lender shall breach its obligations pursuant to this Support Agreement, the Termination Date arising as a result of such act or omission shall apply only to such Consenting Lender and this Support

Agreement shall otherwise remain in full force and effect, subject to the terms of this Section 2.1, with respect to all such remaining Parties;

(r) (i) any of the OpCo Chapter 11 Cases shall be dismissed or converted to a chapter 7 case or a chapter 11 trustee, a responsible officer, or an examiner with enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the OpCo Chapter 11 Cases or (ii) the OpCo Debtors shall have filed a motion or other request for relief seeking any such occurrences described in clause (i);

(s) unless waived by the Required Consenting Lenders, the termination, revocation or expiration of the Equity Commitment Letter, or such commitment is otherwise maintained to no longer be in full force and effect (other than due to full performance), or such commitment shall have been modified in any manner adverse to the Required Consenting Lenders, in each case without the prior written consent of the Required Consenting Lenders;

(t) (i) the Purchaser, FG, the FG Principals, the Mortgage Lenders or the Required Consenting Lenders publicly (A) announce an intention not to support the Plan, or (B) otherwise evidence an intention not to proceed with the transactions contemplated by the Restructuring Documents, or (ii) the Bankruptcy Court determines that the Purchaser, FG, the FG Principals, the Mortgage Lenders or the Required Consenting Lenders have breached this Support Agreement;

(u) entry of an order or other determination of the Bankruptcy Court identifying an entity other than the Purchaser as the Successful Bidder (as defined in the Bidding Procedures) in accordance with the Bidding Procedures;

(v) any terms or conditions of the Term Sheet or this Support Agreement are not satisfied or effectuated in accordance with the terms thereof or hereof, as the case may be;

(w) May 5, 2010 (or such later date on which the Bankruptcy Court conducts a hearing on the Bidding Procedures), unless the Purchase & Sale Agreement has been executed by the parties thereto on or prior to such date;

(x) unless waived by the Required Consenting Lenders, (A) any failure of the OpCo Debtors to perform all of their obligations under the OpCo Cash Collateral Order, or (B) the failure of the OpCo Cash Collateral Order to remain in effect; and

(y) the termination of the Plan Support Agreement, dated as of March 24, 2010, by and among the Mortgage Lenders, Deutsche Bank AG, FG and the FG Principals (as amended, supplemented or otherwise modified).

2.2 Termination Event Procedures.

Upon the occurrence of a Termination Event under:

(a) subsections 2.1 (a), (b), (c), (r), (u) or (y) of this Support Agreement, then this Support Agreement shall automatically terminate without further action;

(b) subsection 2.1(o) of this Support Agreement, then this Support Agreement shall terminate upon written notice from the Party that has the right to terminate the Purchase & Sale Agreement in accordance with its terms; and

(c) subsections 2.1(q) or (t) of this Support Agreement, this Support Agreement shall terminate five (5) days after the non-breaching party, or in the case of a Termination Event under subsections 2.1(d), (e), (f), (g), (i), (j), (k), (l), (m), (n), (p), (s), (v), (w) and (x) above, any Party, shall have given written notice of such breach to the breaching party or the other Party, as applicable, and such breach, as applicable, shall not have been cured during such five (5) days after receipt of such notice (the date of termination under clause (a), (b) or (c) hereof being the “Termination Date”); provided that upon the occurrence of a Termination Event under subsections 2.1(f), (g), (i), (j), (k) or (w) above, the Termination Date may be extended for a maximum period of 45 days upon the consent of the Required Consenting Lenders, FG, the FG Principals and the Company; provided, further, that written notice of the occurrence of any Termination Event under subsections 2.1(d), (e), (f), (g), (i), (j), (k) or (w) above shall be delivered within five (5) days of the occurrence of any such Termination Event.

For the avoidance of doubt, the automatic stay arising pursuant to section 362 of the Bankruptcy Code shall be deemed waived or modified for purposes of providing notice or exercising rights hereunder.

Section 3. Conditions Precedent to Support Agreement.

The obligations of the Parties and the effectiveness hereof are subject to the execution and delivery of signature pages for this Support Agreement by each of FG and the Consenting Lenders (the date upon which such conditions are satisfied, the “Effective Date”).

Section 4. Mutual Representations, Warranties and Covenants.

4.1 Power and Authority; Enforceability; Governmental Consents; No Consents or Approval.

Each Consenting Lender, severally and not jointly, represents, warrants and covenants to FG and the Company, and FG represents, warrants and covenants to each other Party and the Company,(3) jointly and severally, represents, warrants and covenants to each other Party that:

(a) (i) such Party has and shall maintain all requisite corporate, partnership, or limited liability company power and authority to enter into this Support Agreement and to carry out the transactions contemplated by, and perform its respective obligations under this Support Agreement, and (ii) the execution and delivery of this Support Agreement and the performance of its obligations hereunder have been duly authorized by all necessary corporate or partnership action on its part;

(3) All representations, warranties and covenants by the Company are subject to any necessary Bankruptcy Court approvals in all respects.

(b) this Support Agreement is the legally valid and binding obligation of it, enforceable against it in accordance with its terms, subject to Bankruptcy Court approval, in the case of the Company, except as enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws limiting creditors’ rights generally or by equitable principles relating to enforceability or ruling of the Bankruptcy Court;

(c) the execution, delivery, and performance by it of this Support Agreement does not and shall not require any registration or filing with, consent or approval of, or notice to, or other action to, with, or by, any Federal, state, or other governmental authority or regulatory body, except (i) such filings as may be necessary and/or required for disclosure by the Securities and Exchange Commission, applicable state securities or “blue sky” laws, and any filings, notices or disclosures required by the New York Stock Exchange, (ii) any filings in connection with the OpCo Chapter 11 Cases, including the approval of the Disclosure Statement and confirmation of the Plan, and (iii) in the case of the Purchaser and the Company, respectively, (A) filings of amended articles of incorporation or formation or other organizational documents with applicable state authorities, and (B) other registrations, filings, consents, approvals, notices, or other actions that are reasonably necessary to maintain permits, licenses, qualifications, and governmental approvals (including, without limitation, with respect to gaming operations) to carry on the business of the Purchaser and the Company, respectively; and

(d) except as expressly provided in this Support Agreement, no consent or approval is required by any other entity in order for such Party to carry out the provisions of the Term Sheet or the contemplated Core Restructuring Documents.

The Company, jointly and severally, represents and warrants to each other Party that the consent or approval of a third party is required for any other subsidiary or affiliate of OpCo that is not set forth on Exhibit A hereto to become a party hereto.

4.2 Ownership.

Each Consenting Lender, severally and not jointly, represents, warrants and covenants to the Purchaser and the Company that (i) such Party is the legal owner of Claims in the amount identified on Exhibit “E” hereto, and has and shall maintain the power and authority to bind the legal and beneficial owner(s) of such Claims to the terms of this Support Agreement, (ii) such Consenting Lender (a) has and shall maintain full power and authority to vote on and consent to or (b) has received direction from the party having full power and authority to vote on and consent to such matters concerning its share of the Claims and to exchange, assign and transfer such Claims, and (iii) other than pursuant to this Support Agreement, such Claims are and shall continue to be free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition, or encumbrances of any kind, that would adversely affect in any way such Consenting Lender’s performance of its obligations contained in this Support Agreement at the time such obligations are required to be performed. For the avoidance of doubt, each Party acknowledges and agrees that in no event shall the amount of the Claims held by any Consenting Lender be disclosed in any public filing, announcement or similar document or communication made by such Party (and that, to the extent this Support Agreement is filed publicly or is attached to a public filing made by any Party, the amount of Claims held by each Consenting Lender as set forth on Exhibit E hereto shall be

redacted), unless (i) such disclosure is required by law, rule, regulation or legal or judicial process or (ii) such Party has received the prior written consent of such Consenting Lender.

Section 5. Limitation on Damages.

The Parties agree that, for so long as a Party has not contested the enforceability of this Support Agreement (including, without limitation, alleging in any pleading that this Support Agreement is unenforceable), and has taken such actions as are reasonably required or desirable for the enforcement hereof, then such Party shall have no liability for damages hereunder in the event a court determines that this Support Agreement, or any material provision hereof, is not enforceable.

All rights, powers and remedies provided under this Support Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any right, power or remedy thereof by any Party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such Party. Nothing herein shall be deemed to limit the rights, remedies and privileges provided under any other Restructuring Document or the order approving the Bidding Procedures.

Section 6. Acknowledgement.

The Term Sheet and the transactions contemplated therein are the product of negotiations among the Parties, together with their respective representatives. This Support Agreement is not, and shall not be deemed to be, a solicitation of votes for the acceptance of the Plan or any plan of reorganization for the purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise. Neither the Purchaser and the Administrative Agent nor the Company, as applicable, will solicit acceptances of the Plan from any Consenting Lender until such Consenting Lender has been provided with copies of a Disclosure Statement containing “adequate information,” as required by section 1125 of the Bankruptcy Code, which is approved by the Bankruptcy Court. In addition, this Support Agreement does not constitute an offer to issue or sell securities to any person, or the solicitation of an offer to acquire or buy securities, in any jurisdiction where such offer or solicitation would be unlawful.

Section 7. Miscellaneous Terms.

7.1 Assignment; Transfer Restrictions.

(a) Each Consenting Lender hereby agrees, severally and not jointly, for so long as this Support Agreement shall remain in effect as to it, not to, directly or indirectly, sell, assign, transfer, pledge, hypothecate, grant an option on, or otherwise dispose of any Claim that is subject to the terms hereof, including as set forth in Exhibit E, or power to vote any such Claim, unless the transferee thereof executes and delivers a Lender Joinder (as defined in subsection 7.1(c) below) to the Administrative Agent at least two (2) business days prior to the relevant transfer. Thereafter, such transferee shall be deemed to be a Consenting Lender for purposes of this Support Agreement. The Company shall acknowledge such transfer in writing within two (2) business days of their having received notice of such transfer (with the amount of the Claim transferred to the Joining Lender Party having been redacted from any such transfer notice) and provide a copy of such acknowledgement to the Administrative Agent. By

providing such writing, the Company shall be deemed to have acknowledged their obligations to such transferee.

(b) Any sale, transfer or assignment of any Claim, or power to vote a Claim, that does not comply with the procedures set forth in subsection 7.1(a) above shall be deemed void ab initio.

(c) Any person that receives or acquires a portion of the Claims pursuant to a sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims by a Consenting Lender hereby agrees to be bound by all of the terms of this Support Agreement (as the same may be hereafter amended, restated or otherwise modified from time to time) (a “Joining Lender Party”) by executing and delivering a joinder in the form of Exhibit F annexed hereto (the “Lender Joinder”). The Joining Lender Party shall thereafter be deemed to be a “Consenting Lender” and a party for all purposes under this Support Agreement.

(d) With respect to the Claims held by the Joining Lender Party upon consummation of the sale, assignment, transfer, pledge, hypothecation, grant of an option on, or other disposition of such Claims, the Joining Lender Party hereby makes the representations and warranties of the Consenting Lenders set forth in Section 4 and the acknowledgment in Section 6 to each of the other Parties to this Support Agreement as of the date such Lender Joinder is executed.

(e) This Support Agreement shall in no way be construed to preclude any Consenting Lender from acquiring additional Claims; provided that any additional Claims shall automatically be deemed to be subject to the terms of this Support Agreement upon the Consenting Lender’s acquisition of such additional Claims. Notwithstanding the foregoing provisions of this Section 7.1, any Consenting Lender may, at any time and without notice to or consent from any other party, pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of interest and repayment of principal) under the Credit Agreement in order to secure obligations of such Consenting Lender to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release such Consenting Lender from any of its obligations hereunder or substitute any such pledgee or grantee for such Consenting Lender as a party hereto.

7.2 No Third Party Beneficiaries.

This Support Agreement shall be solely for the benefit of the Parties. No other person or entity shall be a third party beneficiary.

7.3 Entire Agreement.

This Support Agreement, including exhibits and annexes, constitutes the entire agreement of the Parties with respect to the subject matter of this Support Agreement, and supersedes all other prior negotiations, agreements, and understandings, whether written or oral, among such Parties with respect to the subject matter of this Support Agreement; provided, however, that any

confidentiality agreement executed by any Party shall survive this Support Agreement and shall continue in full force and effect, subject to the terms thereof.

7.4 Counterparts.

This Support Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same agreement. Delivery of an executed signature page of this Support Agreement by facsimile transmission or electronic mail shall be effective as delivery of a manually executed counterpart hereof.

7.5 Administrative Agent’s Indemnity.

Each Consenting Lender hereby reaffirms and ratifies its obligation to indemnify and hold harmless the Administrative Agent pursuant to, and subject to the terms and conditions of, section 9.07 of the Credit Agreement (the “Administrative Agent’s Indemnity”), and acknowledges and agrees that the Administrative Agent’s Indemnity (subject to the terms and conditions thereof) shall apply to any and all acts or omissions of the Administrative Agent taken or omitted to be taken pursuant to, arising out of, in connection with or with respect to this Support Agreement or any of the other Restructuring Documents.

7.6 Continued Banking Practices.

Notwithstanding anything herein to the contrary, each Consenting Lender and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to the Company or any affiliate of the Company, the Purchaser or any affiliate of the Purchaser or any other person, including, but not limited to, any person proposing or entering into a transaction related to or involving the Purchaser or any affiliate thereof or the Company or any affiliate thereof.

7.7 Reservation of Rights.

(a) Except as expressly provided in this Support Agreement, nothing herein is intended to, does or shall be deemed in any manner to waive, limit, impair or restrict the ability of each of the Consenting Lenders to protect and preserve its rights, remedies and interests, including, but not limited to, all of their rights and remedies under the Credit Agreement and related Loan Documents (including, without limitation, the Secured Hedge Agreement), the OpCo Cash Collateral Order,(4) and applicable law, including, without limitation, the right to credit bid up to the full amount of the Lenders’ Claims under the Credit Agreement (subject to the terms of the Bidding Procedures and the Second Amended MLCA), any

(4) “OpCo Cash Collateral Order” means the Final Order Pursuant To 11 U.S.C. §§ 105, 361, 362, 363, 364 and 552 and Fed. R. Bankr. P. Rule 4001(B), (C) and (D) (i) Authorizing the Debtors to (A) Use Cash Collateral; (B) Obtain Unsecured, Subordinated Post-Petition Financing; (C) Make Loans to Non-Debtor Subsidiaries, (ii) Granting Adequate Protection to Prepetition Secured Parties, and (iii) Granting Related Relief, entered on October 13, 2009 [Docket No. 481].

such rights and remedies relating to Defaults or other events that may have occurred prior to the execution of this Support Agreement, any and all of its claims and causes of action against any of the Debtors, any liens or security interests it may have in any assets of any of the Debtors or any third parties, or its full participation in the Chapter 11 Cases.

(b) Without limiting subsection 7.7(a) above in any way, if the transactions contemplated by the Restructuring Documents are not consummated as provided herein or if a Termination Date occurs, then (i) the Purchaser and each other party thereto fully reserves any and all of its rights, remedies and interests under any transaction document executed in connection with the Restructuring Documents, applicable law and in equity, and (ii) the Administrative Agent and the Consenting Lenders each fully reserve any and all of their respective rights, remedies and interests under the Loan Documents, any transaction document executed in connection with the Restructuring Documents, applicable law and in equity.

(c) Notwithstanding anything herein to the contrary, the Parties acknowledge that the support of any Consenting Lender contained in this Support Agreement relates solely to such Consenting Lender’s rights and obligations as a Consenting Lender under the Credit Agreement and the Secured Hedge Agreement, and does not bind such Consenting Lender or its affiliates with respect to any other indebtedness owed by OpCo or any of its subsidiaries and affiliates to such Consenting Lender or any affiliate of such Consenting Lender (for the avoidance of doubt, if the Consenting Lender is specified on the relevant signature page as a particular group or business within an entity, “Consenting Lender” shall mean such group or business and shall not mean the entity or its affiliates, or any other desk or business thereof, or any third party funds advised thereby). For purposes of this Support Agreement, “Consenting Lender” shall not include (i) German American Capital Corporation and JPMorgan Chase Bank, N.A. (in their capacity as Mortgage Lenders), (ii) a Consenting Lender acting in a fiduciary or similar capacity and (iii) a holder of Claims signatory hereto in its capacity or to the extent of its holdings as a public-side broker, dealer or market maker of Loans under the Credit Agreement or any other claim against or security in OpCo.

(d) Nothing in this Support Agreement shall prevent or limit the Company or any of the entities falling within the definition of the Company or any of their respective directors or officers from fulfilling any applicable fiduciary duties to its stakeholders or, with respect to any Debtor, its estate.

(e) Nothing in this Support Agreement shall prevent or limit either of the FG Principals from fulfilling his fiduciary duties to the OpCo Debtors by voting or taking other actions in his capacity as a director or officer of the OpCo Debtors; provided, however, if any such votes or actions result in a breach of any material covenant of this Support Agreement, then each Consenting Lender shall have the right to terminate this Support Agreement as its sole and exclusive remedy for such breach.

(f) This Support Agreement, the Plan and the Term Sheet are part of a proposed settlement of a dispute between the Parties. Nothing herein shall be deemed an

admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Support Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Support Agreement. None of the Parties hereto shall be liable, on any theory of liability, for any special, indirect, consequential or punitive damages on any claim (whether founded in contract, tort, legal duty or any other theory of liability) arising from or related in any manner to this Support Agreement or the negotiation, execution, administration, performance, breach, or enforcement of this Support Agreement or the instruments and agreements evidencing, governing or relating to the Plan contemplated hereby or any amendment thereto or the consummation of, or any failure to consummate, the Plan or any act, omission, breach or wrongful conduct in any manner related hereto.

7.8 Governing Law; Waiver of Jury Trial.

(a) The Parties waive all rights to trial by jury in any jurisdiction in any action, suit, or proceeding brought to resolve any dispute between the Parties for any claim pursuant to this Support Agreement, whether sounding in contract, tort or otherwise.

(b) This Support Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts of law provision which would require the application of the law of any other jurisdiction, and, to the extent applicable, the Bankruptcy Code. By execution and delivery of this Support Agreement, each of the Parties hereby irrevocably accepts and submits itself to the non-exclusive general jurisdiction of the Bankruptcy Court.

7.9 Successors.

This Support Agreement is intended to bind the Parties and inure to the benefit of the Consenting Lenders, the Company, FG and the FG Principals and each of their respective successors, assigns, heirs, executors, administrators and representatives; provided, however, that nothing contained in this Section 7.9 shall be deemed to permit any transfer, tender, vote or consent, of any Claims other than in accordance with the terms of this Support Agreement.

7.10 Acknowledgment of Counsel.

Each of the Parties acknowledges that it has been represented by counsel (or had the opportunity to and waived its right to do so) in connection with the Term Sheet and this Support Agreement and the transactions contemplated by the Term Sheet and this Support Agreement. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of the Term Sheet and this Support Agreement and to the effectuation of the transactions contemplated by the Term Sheet and this Support Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived. The provisions of the Term Sheet and this Support Agreement shall be interpreted in a reasonable manner to affect the intent of the parties hereto. No Party shall have any term or provision construed against such Party solely by reason of such Party having drafted the same.

7.11 Amendments, Modifications, Waivers.

This Support Agreement and the Core Restructuring Documents may only be modified, amended or supplemented, and any of the terms thereof may only be waived, by an agreement in writing signed by each of the Company, FG, the FG Principals and the Required Consenting Lenders; provided that if the modification, amendment, supplement or waiver at issue adversely impacts the treatment or rights of any Consenting Lender differently than other Consenting Lenders, the agreement in writing of such Consenting Lender whose treatment or rights are adversely impacted in a different manner than other Consenting Lenders shall also be required for such modification, amendment, supplement, or waiver to be effective. “Required Consenting Lenders” shall mean three or more Consenting Lenders holding greater than 66.6% of the aggregate Claims (without including in such determination the termination value of any Secured Hedge Agreement prior to its termination; provided that, all obligations under the Secured Hedge Agreement (whether or not terminated) remain pari passu with all other Prepetition Obligations (as defined in the OpCo Cash Collateral Order)) held by all Consenting Lenders (it being agreed that this definition may not be modified, amended or supplemented, or any of its terms waived, without the prior written consent of each Consenting Lender).

7.12 Severability of Provisions.

If any provision of this Support Agreement for any reason is held to be invalid, illegal or unenforceable in any respect, that provision shall not affect the validity, legality or enforceability of any other provision of this Support Agreement.

7.13 Cooperation.

The Company and its officers, employees, agents, attorneys and advisors (i) shall use commercially reasonable efforts to effectuate the transactions contemplated by this Support Agreement and the Term Sheet pursuant to the Core Restructuring Documents, including, without limitation, to encourage and facilitate the negotiation, documentation, and consummation of the sale of the OpCo assets to any Successful Bidder, including, without limitation, by providing all information reasonably required by any Successful Bidder to complete due diligence, including confirmatory legal and accounting due diligence, to consummate the acquisition of the OpCo assets, provided that unless otherwise ordered by the Bankruptcy Court, the Company shall not be obligated to provide information that in the opinion of the Company’s outside counsel, would violate applicable law, including, but not limited to, the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and other applicable antitrust laws, (ii) shall not act (or omit to act) in a manner inconsistent with the foregoing and (iii) shall take all steps and/or other actions that are necessary or appropriate to achieve an orderly and business like transition of the OpCo assets to any Successful Bidder. The provisions of this Section 7.13 shall survive the termination of this Support Agreement, and shall continue and remain in full force and effect notwithstanding any such termination.

7.14 Notices.

All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when: (a) delivered personally or by overnight courier to the following address of the other Party hereto; or (b) sent by fax to the following fax number of the other Party hereto with the confirmatory copy delivered by overnight courier to the address of such Party listed below.

If to the Company, to:

Station Casinos, Inc.

0000 X. Xxxxxxxx Xxxxxx Xxxxx

Xxx Xxxxx, Xxxxxx 00000

Attention: Xxxxxxx X. Xxxxxxx

Facsimile No.: (000) 000-0000

with a copy to (which shall constitute notice) to:

Milbank, Tweed, Xxxxxx & XxXxxx LLP

000 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, Xxxxxxxxxx 00000

Attention: Xxxx X. Xxxxxxx, Esq.

Facsimile No.: (000) 000-0000

If to FG or the FG Principals, to:

Xxxxxxxx Gaming LLC

0000 Xxxxx Xxxxxxxx Xxxxxx Xxxxx

Xxx Xxxxx, XX 00000

Attention: Xxxxx Xxxxxxxx

Facsimile No.:

with a copy (which shall constitute notice) to:

Xxxxxx Xxxxxx & Xxxxx LLP

000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxxxxx, XX 00000-0000

Attention: Xxxxxx X. Xxxxxx, Esq.

Facsimile No.: 000-000-0000

with a courtesy copy to:

Counsel to the Lenders to the PropCo Debtors:

Sidley Austin LLP

Xxx Xxxxx Xxxxxxxx

Xxxxxxx, XX 00000

Attn: Xxxxx X. Xxxxx and Xxxxxxx X. Xxxxx

Facsimile No.: (000) 000-0000

If to any Consenting Lender, the address set forth on its signature page.

If to the Administrative Agent, to:

Deutsche Bank Trust Company Americas

00 Xxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxxx Xxxxx

Xxxxx Xxxxxxxxx

Xxxxxxx Xxxxxxx

Facsimile No.: (000) 000-0000

with a copy to (for informational purposes only)

Xxxxxxx Xxxxxxx & Xxxxxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention : Xxxxx Xxxxx, Esq.

Xxxxxx X. Xxxxx, Esq.

Facsimile No.: (000) 000-0000

[SIGNATURE PAGES FOLLOW]

Please sign in the space provided below to indicate your agreement and consent to the terms hereof.

	Very truly yours,


	XXXXXXXX GAMING LLC


	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name: Xxxxxxx X. Xxxxxxxx
		Title: Manager

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	XXXXX X. XXXXXXXX III


	By:	/s/ Xxxxx X. Xxxxxxxx III

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	XXXXXXX X. XXXXXXXX


	By:	/s/ Xxxxxxx X. Xxxxxxxx

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

STATION CASINOS, INC.,
a Nevada corporation


By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title:	Executive Vice President, Chief
		Accounting Officer & Treasurer

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	ALIANTE STATION, LLC
	BOULDER STATION, INC.
	CENTERLINE HOLDINGS, LLC
	CHARLESTON STATION, LLC
	FIESTA STATION, INC.
	FRESNO LAND ACQUISITIONS, LLC
	GOLD RUSH STATION, LLC
	GV RANCH STATION, INC.
	LAKE XXXX STATION, INC.
	LML STATION, LLC
	MAGIC STAR STATION, LLC
	PALACE STATION HOTEL & CASINO, INC.
	RANCHO STATION, LLC
	SANTA FE STATION, INC.
	STATION HOLDINGS, INC.
	STN AVIATION, INC.
	SUNSET STATION, INC.
	TEXAS STATION, LLC
	TROPICANA STATION, INC.
	TROPICANA STATION, LLC

	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Senior Vice President and Treasurer

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	SC BUTTE DEVELOPMENT, LLC
	SC BUTTE MANAGEMENT, LLC
	SC MADERA DEVELOPMENT, LLC
	SC MADERA MANAGEMENT, LLC
	SC SONOMA DEVELOPMENT, LLC
	SC SONOMA MANAGEMENT, LLC
	STATION CALIFORNIA, LLC
	STATION DEVELOPMENT, LLC


	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: Authorized Signatory

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

RIVER CENTRAL, LLC,
a Nevada limited liability company


By: Station Casinos, Inc., a Nevada corporation, its Manager


By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title:	Executive Vice President, Chief
		Accounting Officer & Treasurer


STATION CONSTRUCTION, LLC,
a Nevada limited liability company


By: Station Casinos, Inc., a Nevada corporation, its Sole Member


By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title:	Executive Vice President, Chief
		Accounting Officer & Treasurer

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	PAST ENTERPRISES, INC.,
	an Arizona corporation


	By:	/s/ Xxxxxx X. Xxxxx
		Name: Xxxxxx X. Xxxxx
		Title: President and Treasurer

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

SONOMA LAND HOLDINGS, LLC


By:	/s/ Xxxxxx X. Xxxxx
	Name: Xxxxxx X. Xxxxx
	Title:	President, Chief Financial Officer &
		Treasurer

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	AUBURN DEVELOPMENT, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	CV HOLDCO, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	CV PROPCO, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	DURANGO STATION, INC.


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: SVP & Treasurer


	GREEN VALLEY STATION, INC.


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: SVP & Treasurer


	INSPIRADA STATION, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

	NORTHERN NV ACQUISITIONS, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Treasurer


	PALMS STATION, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: SVP & Treasurer


	RENO LAND HOLDINGS, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	SC DURANGO DEVELOPMENT, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	SC MICHIGAN, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	SC RANCHO DEVELOPMENT, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: SVP & Treasurer

	SONOMA LAND ACQUISITION COMPANY, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: President, CFP & Treasurer


	TROPICANA ACQUISITIONS, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory


	VISTA HOLDINGS, LLC


	By:	/s/ Xxxxxx Xxxxx
	Name: Xxxxxx Xxxxx
	Title: Authorized Signatory

BANK OF SCOTLAND PLC, as a Consenting Lender


By:	/s/ Xxxxx X. Xxxxxxxx
	Name: Xxxxx X. Xxxxxxxx
	Title:	Assistant Vice President,
		Loan Documentation


Notice Addresses:			Bank of Scotland plc
			000 Xxxxx Xxxxxxxx Xxxxxx
			Xxxxx 0000
			Xxx Xxxxxxx, XX 00000
			Attn: Xxxx Xxxxxx

			Lloyds Banking Group
			1095 Ave. of the Xxxxxxxx
			00xx Xxxxx
			Xxx Xxxx, XX 00000
			Attn: Xxxxx X. Xxxxxxxx

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Consenting Lender


By:	/s/ Xxxx X. Xxxxx
	Name: Xxxx X. Xxxxx
	Title: Managing Director


By:	/s/ Xxxxx Xxxxxxxxx
	Name: Xxxxx Xxxxxxxxx
	Title: Managing Director

Notice Address:		00 Xxxx Xxxxxx, 00xx Xxxxx
		Xxx Xxxx, XX 00000

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

JPMORGAN CHASE BANK, N.A., as a Consenting Lender


By:	/s/ Xxxx X. Xxxxxxxxxxx
	Name: Xxxx X. Xxxxxxxxxx
	Title: Executive Director


Notice Address:		000 Xxxxxxx Xxxxxx
		00xx Xxxxx
		Xxx Xxxx, XX 00000

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a Consenting Lender


By:	/s/ Xxxxxxxx X. Xxxxxx
	Name: Xxxxxxxx X. Xxxxxx
	Title: Managing Director


Notice Address:		000 00xx Xxxxxx X.X.
		Mail Code G0128-030
		Xxxxxxx, XX 00000

[SIGNATURE PAGE – OPCO SUPPORT AGREEMENT]

EXHIBIT A

THE COMPANY

Station Casinos, Inc.

Aliante Station, LLC

Auburn Development, LLC

Boulder Station, Inc.

Centerline Holdings, LLC

Charleston Station, LLC

CV HoldCo, LLC

CV PropCo, LLC

Durango Station, Inc.

Fiesta Station, Inc.

Fresno Land Acquisitions, LLC

Gold Rush Station, LLC

Green Valley Station, Inc.

GV Ranch Station, Inc.

Inspirada Station, LLC

Lake Xxxx Station, Inc.

LML Station, LLC

Magic Star Station, LLC

Northern NV Acquisitions, LLC

Palace Station Hotel & Casino, Inc.

Palms Station, LLC

Past Enterprises, Inc.

Rancho Station, LLC

Reno Land Holdings, LLC

River Central, LLC

Santa Fe Station, Inc.

SC Butte Development, LLC

SC Butte Management, LLC

SC Durango Development, LLC

SC Madera Development, LLC

SC Madera Management, LLC

SC Michigan, LLC

SC Rancho Development, LLC

SC Sonoma Development, LLC

SC Sonoma Management, LLC

Sonoma Land Acquisition Company, LLC

Sonoma Land Holdings, LLC

Station California, LLC

Station Construction, LLC

Station Development, LLC

Station Holdings, Inc.

STN Aviation, Inc.

Sunset Station, Inc.

Texas Station, LLC

Tropicana Acquisitions, LLC
Tropicana Station, Inc.

Tropicana Station, LLC

Vista Holdings, LLC

EXHIBIT B

OPCO DEBTORS

Station Casinos, Inc.

FCP Holding, Inc.

FCP Voteco, LLC

Xxxxxxxx Partners LLC

Northern NV Acquisitions, LLC

Reno Land Holdings, LLC

River Central, LLC

Tropicana Station, LLC

EXHIBIT C

PROPCO DEBTORS

FCP PropCo, LLC

FCP MezzCo Parent, LLC

FCP MezzCo Parent Sub, LLC

FCP MezzCo Borrower I, LLC

FCP MezzCo Borrower II, LLC

FCP MezzCo Borrower III, LLC

FCP MezzCo Borrower IV, LLC

FCP MezzCo Borrower V, LLC

FCP MezzCo Borrower VI, LLC

FCP MezzCo Borrower VII, LLC

EXHIBIT D

TERM SHEET

EXHIBIT D

Term		Restructuring Term Sheet
Purchase Price		· OpCo purchase price of $772mm, consisting of the “Debt and Cash Consideration” as described below, the full amount of which shall be paid to the OpCo Lenders at closing

Structure		· Plan (as defined in the Support Agreement referred to below), with successor to PropCo (“New PropCo” or the “Purchaser”) to purchase and own 100% of OpCo (the “Acquisition”); provided that (i) the Acquisition may be structured by the Purchaser as an asset acquisition (rather than a stock purchase) that may also include, at the election of the Purchaser, stock of certain entities as part of such asset acquisition, so long as the consideration received by the OpCo Lenders remains unchanged, (ii) the corporate and equity ownership structure of the reorganized (or, as applicable, successor to) OpCo (“New OpCo”) and New PropCo shall be reasonably acceptable to the Required Consenting Lenders (as defined in the Support Agreement) and (iii) New PropCo may, at its option, sell or cause the issuance of non-voting equity interests of New OpCo Holdings (as defined in Schedule 1) to parties to be determined, so long as the aggregate economic value of the equity interests held by such parties does not exceed 25% of the economic value of all the equity interests of New OpCo Holdings (“Permitted Investors”). The Acquisition will include, without limitation, the assets to be transferred to the Purchaser and/or any subsidiary of the Purchaser pursuant to Schedule 3 (such assets, the “New PropCo Assets”).

Debt and Cash Consideration		· The following components of “Debt and Cash Consideration” shall be paid in full satisfaction of the OpCo Lender’s secured and priority claims against OpCo and its subsidiaries · 202mm cash purchase price for the Acquisition (the “Cash Purchase Price”)(1) funded from external capital from New PropCo (and, at New PropCo’s option, Permitted Investors); provided that if Gun Lake project reimbursements are received by OpCo prior to closing, up to $20mm of such reimbursements in the aggregate may, at the election of

(1) The Cash Purchase Price will not be subject to adjustments, offsets or deductions of any kind, except as expressly provided herein.

Purchaser, reduce the amount of external capital required to fund the Cash Purchase Price (regardless of whether or not any Excess Cash Shortfall (as defined below) exists) and/or be used to pay any Excess Cash Shortfall, with (i) any reimbursements applied to reduce the amount of external capital otherwise required to fund the Cash Purchase Price to be paid to the OpCo Lenders as part of the Cash Purchase Price and (ii) any reimbursements in excess of $20mm to be applied (and paid to the OpCo Lenders) as a mandatory repayment of the Term Loan referred to below at closing (the “Excess Gun Lake Reimbursement”)

· $115mm of unrestricted cash of OpCo(1) in excess of (i) $35mm reserved for cage cash and working capital at closing, (ii) proceeds of Gun Lake project reimbursements received prior to closing and (iii) the amount of accrued unpaid administrative expenses accrued through closing (such excess, “Excess Cash”)

· If Excess Cash is less than $115mm at closing (any such shortfall, an “Excess Cash Shortfall”), New PropCo must contribute and/or cause Permitted Investors to contribute additional capital equal to 100% of such Excess Cash Shortfall; provided, however, that (i) if Gun Lake project reimbursements are received by OpCo prior to closing, up to $20mm of such reimbursements in the aggregate may be applied to pay any such Excess Cash Shortfall and/or reduce the amount of external capital required to fund the Cash Purchase Price as provided above and (ii) if, after giving effect to any application of Gun Lake project reimbursements as provided in preceding clause (i), any Excess Cash Shortfall remains, (x) New PropCo may (in lieu of paying Deutsche Bank Trust Company Americas and XX Xxxxxx Chase Bank, N.A. in their capacity as OpCo Lenders (the “Excess Cash Bridge Lenders”) their ratable portion of such minimum required Excess Cash), issue “super-priority” cash pay secured notes on terms satisfactory to the Excess Cash Bridge Lenders in an aggregate principal amount equal to such remaining Excess Cash Shortfall (the “PropCo Super-Priority Notes”) and (y) the OpCo Lenders (other than the Excess Cash Bridge Lenders) will share ratably in the amount of Excess Cash available at closing; provided that the aggregate principal amount of the PropCo

(1) Excess Cash will include (i) the Cash Management Cash Collateral (as defined below) if the security interest therein is released on or prior to closing and (ii) proceeds of an IRS tax refund owed to OpCo if paid on or prior to closing.

Super-Priority Notes issued to “cure” any such Excess Cash Shortfall may not exceed $43mm

· If an Excess Cash Shortfall exists, New PropCo issues PropCo Super-Priority Notes to cover such Excess Cash Shortfall and either (i) Bank of America does not release the $30mm of cash collateral currently securing cash management obligations of OpCo (the “Cash Management Cash Collateral”) at or prior to closing or (ii) the IRS tax refund owed to OpCo is not paid at or prior to closing, then, upon release of the Cash Management Cash Collateral and/or payment of the IRS tax refund, as applicable, following closing, New OpCo will be permitted (in the absence of a default under the OpCo Secured Credit Facilities (as defined below)) to dividend the Cash Management Cash Collateral or proceeds of the IRS tax refund, as applicable, in an amount not to exceed the principal amount of the PropCo Super-Priority Notes so issued to cover such Excess Cash Shortfall for the sole purpose of repaying such PropCo Super-Priority Notes (the “Excess Cash Clawback”)

· If Excess Cash exceeds $115mm, the excess over $115mm will be retained by New PropCo

· $430mm first-lien cash pay Term Loan of New OpCo, secured by all assets of New OpCo and its domestic restricted subsidiaries (including Native American development projects and related management agreements for Gun Lake, Graton, Chico and North Fork but excluding undeveloped land parcels not related to the Native American developments and the Wild Wild West site (“WWW”) and other New PropCo Assets). The terms of the Term Loan are more specifically set forth on Schedule 1 hereto.

· $25mm pay-in-kind Land Loan to a newly-formed wholly owned “unrestricted” subsidiary of New OpCo (“New LandCo”), secured by OpCo’s existing unencumbered land parcels (other than WWW)

· New OpCo obligated to fund land carrying costs (e.g., taxes and insurance); such funding by New OpCo shall be made by way of intercompany loans to New LandCo subordinated in right of payment to the LandCo Loan; such New OpCo funding obligation shall be backed by support/contribution agreement by New OpCo until the earlier of maturity and acceleration of the Land Loan by the lenders thereof

		· The terms of the Land Loan are more specifically set forth on Schedule 2 hereto.

Support Agreement		· OpCo Lenders holding at least 60% of the aggregate amount of the pre-petition obligations of the OpCo Lenders will execute a support agreement on terms to be mutually agreed (the “Support Agreement”)

Equity Backstop		· Equity commitment letter for $202 million and any additional amount that may be required to cover any Excess Cash Shortfall as provided above from creditworthy persons or entities acceptable to the Required Consenting Lenders executed no later than 8 days following the execution of the Support Agreement

Management Agreement		· Xxxxxxxx Gaming LLC or any affiliate thereof (“FG”) to enter into a management agreement with each of New OpCo and New LandCo on substantially the same terms as provided in the New PropCo Restructuring Term Sheet (attached hereto as Schedule 6) for New PropCo and Old Land Co, as applicable, and otherwise in form and substance satisfactory to Required Consenting Lenders

Acquisition Agreement		· The Purchaser, OpCo and OpCo’s subsidiaries shall enter into a definitive acquisition agreement in respect of the Acquisition in form and substance satisfactory to the Required Consenting Lenders, the Purchaser and OpCo (the “Acquisition Agreement”). · The Acquisition Agreement will include only the following conditions to Purchaser’s obligation to close: (i) the representations and warranties of OpCo and its subsidiaries (other than the Excluded Subsidiaries referred to below) shall be true and correct as of the closing date, except where the failure of the representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect (as defined below), it being understood for this purpose that all materiality exceptions or qualifications to representations and warranties shall not be given

any effect;

(ii) OpCo and its subsidiaries shall have performed and complied in all material respects with all of the covenants to be performed at or prior to closing;

(iii) assets shall be transferred to Purchaser free and clear of all liens, claims and encumbrances, except for such liens, claims and encumbrances as permitted under the terms of the definitive purchase agreement;

(iv) all required governmental approvals shall have been obtained and all filings and other actions required to be made or taken by law shall have been made or taken;

(v) there shall not be any injunction or other governmental order in effect as of the closing prohibiting the closing of the transactions contemplated by the Acquisition Agreement; and

(vi) the Bankruptcy Court shall have issued all orders required to consummate the transactions contemplated by the definitive purchase agreement and the Plan, including a final confirmation order in form and substance reasonably satisfactory to Purchaser.

· The Excluded Subsidiaries (other than PropCo) shall make customary representations and warranties solely to the effect, subject to customary qualifications and exceptions, that they are duly incorporated, validly existing and in good standing, duly authorized to enter into and perform their obligations under the Acquisition Agreement and ancillary agreements provided for therein, have duly executed and delivered any such agreements to which they are parties and such agreements are legally binding upon and enforceable against them, and their governance documents and material agreements do not conflict with their obligations under such agreements. It shall be a condition to Purchaser’s obligation to close that such representations and warranties be true and correct as of the closing date, except where the failure of such representations and warranties to be true and correct, individually and in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect (as defined below, except that all references in such definition to “OpCo and its subsidiaries (other than the Excluded Subsidiaries)” shall be changed to references to the Excluded Subsidiaries (other than PropCo); it being understood for this purpose that all materiality exceptions or qualifications to such representations and warranties shall not be given any effect.

· As used herein, (x) “Material Adverse Effect” means an effect, event, development, change, state of facts, condition, circumstance or occurrence that (individually or together with other such matters) is or would be reasonably expected to be materially adverse to (i) the financial condition, assets, liabilities, business or results of operations of OpCo and its subsidiaries (other than the Excluded Subsidiaries), taken as a whole; provided, however, that a Material Adverse Effect shall not be deemed to include effects, events, developments, changes, states of acts, conditions, circumstances or occurrences arising out of or resulting from: (A) changes generally affecting the economy, financial or securities markets or political or regulatory conditions, to the extent such changes do not adversely affect OpCo and its subsidiaries (other than the Excluded Subsidiaries) in a disproportionate manner relative to other participants generally in the casino gaming industry; (B) changes in the casino gaming industry generally, to the extent such changes do not adversely affect OpCo and its subsidiaries (other than the Excluded Subsidiaries) in a disproportionate manner relative to other participants in such industry generally; (C) any change in law or GAAP, to the extent such changes do not adversely affect OpCo and its subsidiaries (other than the Excluded Subsidiaries) in a disproportionate manner relative to other participants generally in such industry; (D) acts of war, armed hostility or terrorism, to the extent such changes do not adversely affect OpCo and its subsidiaries (other than the Excluded Subsidiaries) in a disproportionate manner relative to other participants generally in such industry; (E) any change attributable to the execution or announcement of the Acquisition, including any litigation resulting therefrom, and any adverse change so attributable in customer, distributor, supplier, financing source, licensor, licensee, sub-licensee, stockholder, co-promotion or joint venture partner or similar relationships, including as a result of the identity of Purchaser or its affiliates; (F) any failure by OpCo to meet any internal or published industry analyst projections or forecasts or estimates of revenues or earnings for any period (it being understood and agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of a Material Adverse Effect may be taken into account in determining whether there has been a Material Adverse Effect); and (G) compliance with the terms of, or the taking of any action required by, the Acquisition Agreement or (ii) the ability of OpCo and its subsidiaries (other than the Excluded Subsidiaries), taken as a whole, to perform their obligations under the Acquisition Agreement or to consummate the Acquisition on a timely basis; provided that, after the Purchaser is

		selected as the Successful Bidder pursuant to (and as defined in) the Bid Procedures referred to in the Support Agreement, clause (E) shall be deemed to be amended by inserting the word “employee” immediately following the word “customer” and (y) “Excluded Subsidiaries” means PropCo and the subsidiaries who are currently subleasing the PropCo properties. · The Acquisition Agreement shall provide for a termination date of December 31, 2010, subject to an extension of up to 90 days if so elected in the sole discretion of the Purchaser (it being understood that the Purchase Price shall remain unchanged in the event of such election).

Asset Transfers and Transition Services Under Specified Circumstances Where Plan Not Confirmed		· In the event (i) a person other than the Purchaser is selected as the Successful Bidder pursuant to (and as defined in) the Bid Procedures referred to in the Support Agreement (and in lieu of a break-up fee payable to Purchaser); or (ii) the OpCo Lender class under the Plan does not accept the Plan and such Plan is not confirmed pursuant to section 1129(b) of the Bankruptcy Code; or (iii) (1) a Consenting Lender (as defined in the Support Agreement) breaches a material obligation under the Support Agreement and such breach is the primary cause of the Bankruptcy Court not approving (a) the MLCA, (b) the Bid Procedures referred to in the Support Agreement or (c) the Debtor’s motion to extend exclusivity and (2) the Plan is not confirmed, then OpCo shall effect the transfer of New PropCo Assets on the effective date of the stand-alone plan of reorganization for New PropCo assets and take such other actions, in each case, as specified in and contemplated by Schedule 3 hereto (the “Asset Transfers”), in consideration of $35mm of cash (subject to an agreed working capital adjustment); provided that if New OpCo does not have stand-alone IT functionality on such effective date on terms acceptable to the Required Consenting Lenders, certain IT assets (including software) shall be transferred (and the purchase price therefor paid) only when such stand-alone IT functionality has been established (and in any event not later than 12 months following such effective date); provided that mutually satisfactory transition services shall be provided during such interim period prior to transfer
IP HoldCo, IT, Employees		· In connection with the Acquisition, certain non-exclusive intellectual property and IT (e.g., the Station name, the

and Transition Services

“customer list” and proprietary IT) will be transferred to a new special-purpose bankruptcy remote entity formed to hold such intellectual property and IT (the “IP HoldCo”). The equity of the IP HoldCo will be held by an independent entity. IP HoldCo will enter into a perpetual royalty free license with each of New OpCo and its subsidiaries and New PropCo and its subsidiaries (other than New OpCo and its subsidiaries). The New OpCo Lenders will have a first-priority perfected lien on the licenses to New OpCo and its subsidiaries, and the New PropCo Lenders will have a first-priority perfected lien on the licenses to New PropCo and its subsidiaries (other than New OpCo and its subsidiaries).

· Texas Station will retain a back-up server, which shall provide full stand-alone IT functionality for New OpCo on or prior to the first anniversary of the closing of the Acquisition pursuant to a plan implemented by New OpCo

· New OpCo and its subsidiaries will retain OpCo property specific employees from the general property manager level and below. New PropCo and FG will employ general corporate level employees

· New PropCo, New OpCo and New OpCo’s subsidiaries will enter into a transition services agreement in form and substance satisfactory to the Required Consenting Lenders and New PropCo providing for transition services and licensing arrangements (the “New OpCo Transition Services”) with respect to New PropCo’s corporate employees and the use of IT and intellectual property held by IP HoldCo for a period of not less than 12 months following an event of default under the Term Loan and the Revolvers referred to below (the “OpCo Secured Credit Facilities”) notified to New PropCo by the agent under the OpCo Secured Credit Facilities

· At the end of the period for the provision of New OpCo Transition Services, 100% of the beneficial interest in the independent entity which holds the equity of the IP HoldCo shall revert to New PropCo

Revolvers		· $25mm “priming” Revolver committed by certain OpCo Lenders agreeing thereto(1) and a $25mm uncommitted “priming” Revolver accordion, available for New OpCo’s and its subsidiaries working capital and general corporate purposes. The terms and conditions of the Revolvers are more specifically set forth on Schedule 1 hereto.

Texas Station Put		· If the Acquisition is consummated, the landlord under the Texas Station lease will agree in a legal, binding and enforceable writing satisfactory to the Required Consenting Lenders to the permanent extinguishment of the landlord’s put right upon any change of control · The landlord under the Texas Station lease will agree in a legal, binding and enforceable writing satisfactory to the Required Consenting Lenders that if a person other than the Purchaser is selected as the Successful Bidder pursuant to (and as defined in) the Bid Procedures referred to in the Support Agreement, the price for the settlement of the put obligation (and the buyout of the Texas Station lease) will be $75 mm, payable at closing of the sale of OpCo and/or its applicable assets to the Successful Bidder · The landlord under the Texas Station lease will agree in a legal, binding and enforceable writing satisfactory to the Required Consenting Lenders that if the Plan is not confirmed, a person other than the Purchaser is not selected as the Successful Bidder pursuant to (and as defined in) the Bid Procedures referred to in the Support Agreement and the Asset Transfers occur, the price for the settlement of the put obligation (and the buyout of the Texas Station lease) will be $75 mm and shall not be required to be paid until the earlier of (i) the sale of OpCo and/or its applicable assets to any other purchaser that would result in a “change of control” under the Texas Station lease and (ii) the first anniversary of the consummation of the Asset Transfers

Master Lease Compromise Agreement		· The Amended and Restated Master Lease Compromise Agreement (the “MLCA”) shall be in the form attached as Schedule 4 hereto, subject to such changes thereto as are acceptable to the Required Consenting Lenders

(1) The parties are discussing a modified structure which would permit the OpCo Lenders which execute the Support Agreement by a date certain to be agreed to exchange their ratable share of the Land Loan Facility into a new tranche of the Revolver on terms to be agreed.

Corporate Allocation and Tax Sharing Agreements		· New PropCo and New OpCo shall enter into a cost allocation agreement and a tax sharing agreement in form and substance reasonably acceptable to the Required Consenting Lenders, OpCo and PropCo

Lazard Expenses		· Lazard success fee (excluding any monthly accruing fees, which shall be OpCo administrative expenses) to be allocated 50/50 as OpCo and PropCo administrative expenses

Diligence Condition		· Purchaser’s tax diligence condition must be satisfied or waived by the date the initial letters of intent are due under the Bid Procedures referred to in the Support Agreement; if the Purchaser is not satisfied with its tax diligence by such date, the Purchaser may terminate the Acquisition Agreement

Schedule 1

OPCO SENIOR SECURED FACILITIES

Executive Summary of Terms and Conditions(1)

Set forth below is a summary of certain of the terms and conditions (together with Exhibits A and B attached hereto, this “Term Sheet”) for the Senior Secured Facilities (as defined below).

Holdings:		A newly-formed wholly-owned “unrestricted” subsidiary (“New OpCo Holdings”) of New PropCo.

Borrower:		New OpCo (the “Borrower”).

Guarantors:		New OpCo Holdings and each of the Borrower’s direct and indirect, existing and future domestic subsidiaries other than (i) a newly-formed direct or indirect wholly-owned “unrestricted” subsidiary of the Borrower which is the borrower under the Land Loan Facility (and its direct and indirect subsidiaries), until the same are redesignated as “restricted subsidiaries” after the repayment in full of the Land Loan Facility in accordance with the terms of the Credit Agreement referred to below, and (ii) each subsidiary of the Borrower designated as an “unrestricted” subsidiary after the Closing Date (as defined below) in accordance with the terms of the Credit Agreement (collectively, the “Guarantors” and, together with the Borrower, the “Loan Parties”); provided that, for the avoidance of doubt, IP HoldCo shall not be a Guarantor.

Administrative Agent and Collateral Agent:		Deutsche Bank Trust Company Americas (“DBTCA”) (in such capacity, the “Administrative Agent”).

Lenders:		The existing lenders party to the 2007 Credit Agreement (the “Existing Lenders”), together with the other banks and financial institutions which from time to time become party to the Senior Secured Facilities (collectively, the “Lenders”).

Term Loan Facility:		A term loan facility in an aggregate principal amount of $430.0 million (the “Term Loan Facility”). The loans under the Term Loan Facility (the “Term Loans”) shall be non-recourse to New PropCo and its subsidiaries (other than New OpCo Holdings and its subsidiaries).

Revolving Credit Facility:		A committed “super-priority” revolving credit facility of up to $25.0 million (as increased pursuant to any Incremental Revolving Credit Facility as provided below, the “Revolving Credit Facility”) to be provided by certain of the Existing Lenders agreeing to commit thereto. The Revolving Credit Facility shall be senior in right of payment (and collateral proceeds) to the Term Loan Facility pursuant to the “waterfall” payment provisions as provided in the Draft OpCo Credit Agreement. Proceeds of loans under the Revolving Credit Facility (the “Revolving Loans”) shall be used for working capital and general corporate purposes of the Borrower and its subsidiaries. Up to $10.0 million of the Revolving Credit Facility shall be available for the issuance of letters of credit (“Letters of Credit”) and for swing line loans (the “Swing Line Loans”) to be made by DBTCA. The Revolving Credit Facility shall be non-recourse to New PropCo and its subsidiaries (other than New OpCo Holdings and its subsidiaries).

(1) Capitalized terms used herein but not defined herein shall have the meanings given to them in that certain Credit Agreement, dated as of November 7, 2007, among Stations Casinos, Inc. and various lenders (the “2007 Credit Agreement), the Stations Casino, Inc. Restructuring Term Sheet, dated as of April 16, 2010 (the “Restructuring Term Sheet”) to which this Term Sheet is attached or Exhibit A attached hereto.

Uncommitted Increases to Revolving Credit Facility:		After the first year anniversary of the Closing Date, the Borrower will have the right to solicit existing or prospective Lenders reasonably acceptable to the Administrative Agent to provide incremental commitments to the Revolving Credit Facility (each, an “Incremental Revolving Credit Facility” and, together with the Term Loan Facility and Revolving Credit Facility, the “Senior Secured Facilities”) in an aggregate amount not to exceed $25.0 million, subject to (i) the absence of any default or event of default, (ii) accuracy of all representations and warranties, (iii) pro forma compliance with the Financial Covenants (as defined below), determined as if the full amount of the Incremental Revolving Credit Facility had been incurred and, if incurred during any agreed Financial Covenant holiday, as if the initial Financial Covenant levels were then in effect, and (iv) the satisfaction of such other conditions as shall be determined; provided that (i) if the “effective yield” on the Incremental Revolving Credit Facility (which shall be deemed to include any interest benchmark floors, any upfront or similar fees, any original issue discount or any recurring fee payable to all lenders providing the Incremental Revolving Credit Facility, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing the Incremental Revolving Credit Facility) exceeds the “effective yield” on the Revolving Credit Facility, then the “effective yield” on the Revolving Credit Facility shall be increased to match the “effective yield” on the Incremental Revolving Credit Facility and (ii) after giving effect to any pricing adjustment required by preceding clause (i), the Incremental Revolving Credit Facility shall be subject to the same terms and conditions as the Revolving Credit Facility (and be deemed added to, and made a part of, the Revolving Credit Facility).

Maturity:		Fifth year anniversary of the Closing Date, subject to two one-year extension options (i.e., years 6 and 7) to be available subject to (i) the absence of default, (ii) payment of a 1% extension fee for each extension year, and (iii) a step-up in interest rate for each extension year as provided in Exhibit A attached hereto; provided that, in the case of an extension on the fifth or sixth anniversary of the Closing Date, if (x) the final stated maturity of each of New PropCo’s Senior Secured Facilities and the Land Loan Facility has not been extended (by amendment or refinancing) to a date identical to or later than the sixth or seventh anniversary, as the case may be, of the Closing Date or (y) all obligations under each of New PropCo’s Senior Secured Facilities and the Land Loan Facility have not been repaid in full (or refinanced or replaced with other indebtedness that matures prior to the sixth or seventh anniversary, as the case may be, of the Closing Date), in either case on or prior to the date occurring 90 days after such fifth or sixth year anniversary, as the case may be, then the Maturity Date shall instead be the 90th day following such fifth or sixth year anniversary, as the case may be (such date, as extended in accordance with the terms hereof, the “Maturity Date”).

Fees and Interest Rates:		As set forth on Exhibit A attached hereto.

Term Loan Amortization:		None prior to the Maturity Date.

Optional Prepayments and Commitment Reductions:		Optional prepayments and commitment reductions usual and customary for these types of facilities; provided that if any default or event of default exists under the Senior Secured Facilities at the time of the proposed prepayment of any Term Loans, Swing Line Loans, Revolving Loans and Letters of Credit shall first be repaid in full and/or cash collateralized, as applicable (with no permanent reduction in commitments under the Revolving Credit Facility) before any such prepayment of Term Loans shall be made.

Mandatory Prepayments:		Mandatory repayments of Term Loans from (i) 100% of the net cash proceeds of any asset sales and dispositions (including insurance, condemnation and casualty events), subject to exceptions and reinvestment rights substantially as set forth in the Draft OpCo Credit Agreement, (ii) 100% of the net proceeds from issuance or incurrence of debt, subject to exceptions substantially as set forth in the Draft OpCo Credit Agreement, (iii) 100% of the net proceeds from issuances of equity by, or capital contributions to, New OpCo Holdings and its Subsidiaries, subject to exceptions substantially as set forth in the Draft OpCo Credit Agreement (including for equity proceeds specifically used to finance permitted investments

		and capital expenditures), (iv) a portion to be mutually agreed of the net proceeds from issuances of equity by, or capital contributions to, any direct or indirect parent of New OpCo Holdings, subject to exceptions to be mutually agreed, (v) commencing with the fiscal year ended December 31, 2011, 75% (with step downs based on meeting a Total Leverage Ratio (as defined in the Draft OpCo Credit Agreement) to be mutually agreed and so long as no default or event of default under the Senior Secured Facilities is in existence) of annual excess cash flow (to be defined on a basis to be mutually agreed) of New OpCo Holdings and its subsidiaries, and (vi) 100% of the net cash proceeds of any amounts received in repayment, or otherwise on account, of any loan or advance made to a Native American tribe pursuant to any Native American contract relating to a Native American project (including all reimbursements from the Gun Lake project after the Closing Date but excluding reimbursements from the Gun Lake project received on the Closing Date (other than any Excess Gun Lake Reimbursement)).

		Notwithstanding the foregoing, if any default or event of default exists at the time of any mandatory repayment of Term Loans otherwise required above, Swing Line Loans, Revolving Loans and Letters of Credit shall first be repaid and/or cash collateralized, as applicable, in the amount otherwise required to be applied to the Term Loans (with no permanent reduction in commitments under the Revolving Credit Facility, so long as no payment or bankruptcy default or event of default exists), with any excess to be applied as otherwise required above (without regard to this sentence).

Guaranties:		Each Guarantor shall be required to provide an unconditional guaranty (collectively, the “Guaranties”) of all amounts owing under the Senior Secured Facilities. Such Guaranties shall be guarantees of payment and not of collection.

Collateral:		All amounts owing under the Senior Secured Facilities and all obligations under the Guaranties will be secured (subject to compliance with applicable gaming laws) by (x) a first priority perfected security interest in all stock, other equity interests and promissory notes owned by the Loan Parties, and (y) a first priority perfected security interest in all other tangible and intangible assets owned by the Loan Parties (including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank and securities deposit accounts, real estate and leasehold interests, licensing rights granted in favor of Loan Parties by IP Holdco and operating agreements with, and shares of, existing Native American joint ventures) (all of the foregoing, the “Collateral”), except for such assets of the Loan Parties as may be mutually agreed.

		In the event of any enforcement against the Collateral (and in the case of distributions pursuant to bankruptcy, insolvency or similar proceedings), the proceeds thereof shall be applied (i) first, to repay any amounts outstanding under the Revolving Credit Facility and (ii) second, to pay amounts outstanding under the Term Loan Facility.

Conditions to Closing Date:		Substantially as set forth in the Draft OpCo Credit Agreement and the Restructuring Term Sheet (with the date upon which all such conditions precedent, and those described under “Conditions to All Credit Extensions” below, shall be satisfied being called the “Closing Date”).

Conditions to All Credit Extensions:		(i) The accuracy of all representations and warranties, (ii) absence of any default and event of default, and (iii) in the case of any credit extension (other than in the case of sub-clause (y) below, a request for a letters or credit) under the Revolving Credit Facility, (x) pro forma compliance with all Financial Covenants (together with calculations demonstrating compliance thereof substantially as set forth in the Draft OpCo Credit Agreement) and (y) Unrestricted Cash not exceeding (after application of the proceeds of such credit extension and other Unrestricted Cash at such time) $7.5 million.

Senior Secured Credit		The definitive credit agreement for the Senior Secured Facilities (the “Credit Agreement”) shall contain the same categories and types of representations and warranties, affirmative and

Documentation:	negative covenants (other than financial covenants) and events of default as set forth in the draft Credit Agreement attached as Exhibit B hereto, with such modifications thereto as are satisfactory to the Required Consenting Lenders (as defined in the Support Agreement) and the Borrower and necessary or advisable (in the judgment of the Required Consenting Lenders and the Borrower) to incorporate modifications to conform to any terms of the Restructuring Term Sheet (including the Excess Cash Clawback), repayment, investment and release and “substitute collateral” provisions with respect to the Native American assets, provisions relating to IP HoldCo and changes to the provisions of Senior Secured Facilities to conform to the economic and other material terms of the definitive credit agreement for the New PropCo Senior Secured Facilities that are beneficial to the Lenders and such other technical provisions as the parties may mutually agree (as so modified, the “Draft OpCo Credit Agreement”).(2) The Credit Agreement and the related credit documentation shall be in form and substance satisfactory to the Required Consenting Lenders and the Borrower. Documentation shall also include tax sharing, management and corporate expense allocation agreements among certain of New OpCo Holdings, New PropCo and their respective subsidiaries on terms acceptable to OpCo, PropCo and the Required Consenting Lenders. The Borrower and the Required Consenting Lenders shall negotiate in good faith regarding the appropriateness of conforming changes from the provisions of the definitive credit agreement for the New PropCo Senior Secured Facilities.

Financial Covenants:	The following financial covenants (the “Financial Covenants”):

	(i)	a maximum Total Leverage Ratio (as defined in the Draft OpCo Credit Agreement), with a compliance “holiday” to be mutually agreed(3) and covenant levels thereafter to be set with a 25% cushion to a business model acceptable to the Required Consenting Lenders;

	(ii)	a minimum Interest Coverage Ratio (as defined in the Draft OpCo Credit Agreement), with a compliance “holiday” to be mutually agreed and covenant levels thereafter to be set with a 25% cushion to a business model acceptable to the Required Consenting Lenders; and

	(iii)	Capital Expenditures (as defined in the Draft OpCo Credit Agreement) in annual amounts as set forth in the Draft OpCo Credit Agreement and with carry-forwards substantially set forth in the Draft OpCo Credit Agreement.

	The Financial Covenants described in clauses (i) and (ii) shall be subject to equity cure provisions on the terms provided in the Draft OpCo Credit Agreement (including up to three “cure” opportunities during the term of the Senior Secured Facilities and a limit of one “cure” opportunity in each four consecutive fiscal quarter period).

Voting, Assignments and Participations, Yield Protection and Governing Law:	Substantially as set forth in the Draft OpCo Credit Agreement.

Expenses and Indemnification:	Substantially as set forth in the Draft OpCo Credit Agreement.

(2) The Draft OpCo Credit Agreement (as modified as described above) remains subject to further negotiation and has not been fully reviewed and approved by the parties.

(3) Financial Covenant “holiday” to be at least 12 months and not greater than 18 months.

EXHIBIT A

Interest and Certain Fees

Interest Rate Options:	At the Borrower’s option, Loans may be maintained from time to time as (a) Base Rate Loans, which shall bear interest at the Base Rate (as defined in the Draft OpCo Credit Agreement) plus the Applicable Margin or (b) Eurodollar Loans, which shall bear interest at the Adjusted LIBO Rate (as defined in the Draft OpCo Credit Agreement) plus the Applicable Margin; provided, that all Swing Line Loans shall bear interest as Base Rate Loans.

	As used herein, “Applicable Margin” means:

	Anniversary of the Closing Date	Eurodollar Loans		Base Rate Loans

	Until the 3rd anniversary	3.00	%	2.00	%

	From and after 3rd anniversary to 5th anniversary	3.50	%	2.50	%

	From and after 5th anniversary to 6th anniversary	4.50	%	3.50	%

	From and after 6th anniversary	5.50	%	4.50	%

Interest Payment Dates:	As set forth in the Draft OpCo Credit Agreement.

Unused Fees and Commitment Fees:	The Borrower shall pay a commitment fee with respect to the Revolving Credit Facility at a per annum rate 0.50% on actual daily the Revolving Credit Availability (as defined in the Draft OpCo Credit Agreement).

Letters of Credit Fees:	The Borrower shall pay a fee on all outstanding Letters of Credit at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans. A fronting fee equal to 0.25% per annum (but in no event less than $500).

Default Rate:	2.0%.

EXHIBIT B

Draft OpCo Credit Agreement

CREDIT AGREEMENT

Dated as of , 2010

among

[NEW OPCO],
as Borrower,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Administrative Agent,

THE OTHER LENDERS PARTY HERETO,

DEUTSCHE BANK SECURITIES INC. and
X.X. XXXXXX SECURITIES INC.,
as Joint Lead Arrangers and Joint Bookrunners,

JPMORGAN CHASE BANK, N.A.,

as Syndication Agent,

and

BANK OF SCOTLAND plc,

BANK OF AMERICA, N.A., and

WACHOVIA BANK, N.A.,

as Co-Documentation Agents

TABLE OF CONTENTS

		Page

ARTICLE I Definitions and Accounting Terms		2

SECTION 1.01.	Defined Terms	2
SECTION 1.02.	Other Interpretive Provisions	45
SECTION 1.03.	Accounting Terms	45
SECTION 1.04.	Rounding	46
SECTION 1.05.	References to Agreements, Laws, etc.	46
SECTION 1.06.	Times of Day	46
SECTION 1.07.	Timing of Payment or Performance	46

ARTICLE II The Commitments and Credit Extensions		46

SECTION 2.01.	The Loans	46
SECTION 2.02.	Borrowings, Conversions and Continuations of Loans	47
SECTION 2.03.	Letters of Credit	48
SECTION 2.04.	Swing Line Loans	56
SECTION 2.05.	Prepayments	58
SECTION 2.06.	Termination or Reduction of Commitments	64
SECTION 2.07.	Repayment of Loans	64
SECTION 2.08.	Interest	65
SECTION 2.09.	Fees	65
SECTION 2.10.	Computation of Interest and Fees	66
SECTION 2.11.	Evidence of Indebtedness	66
SECTION 2.12.	Payments Generally	67
SECTION 2.13.	Sharing of Payments	68
SECTION 2.14.	Maturity Date Extension	69

ARTICLE III Taxes, Increased Costs Protection and Illegality		70

SECTION 3.01.	Taxes	70
SECTION 3.02.	Illegality	72
SECTION 3.03.	Inability to Determine Rates	72
SECTION 3.04.	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Loans	72
SECTION 3.05.	Funding Losses	73
SECTION 3.06.	Matters Applicable to All Requests for Compensation	74
SECTION 3.07.	Replacement of Lenders under Certain Circumstances	75
SECTION 3.08.	Survival	76

ARTICLE IV Conditions Precedent to Credit Extensions		76

SECTION 4.01.	Conditions of Initial Credit Extension	76
SECTION 4.02.	Conditions to All Credit Extensions	79

ARTICLE V Representations and Warranties		80

SECTION 5.01.	Existence, Qualification and Power; Compliance with Laws	80
SECTION 5.02.	Authorization; No Contravention	81
SECTION 5.03.	Governmental Authorization; Other Consents	81
SECTION 5.04.	Binding Effect	81
SECTION 5.05.	Financial Statements; No Material Adverse Effect	81
SECTION 5.06.	Litigation	82
SECTION 5.07.	No Default	83
SECTION 5.08.	Ownership of Property; Liens	83
SECTION 5.09.	Environmental Compliance	83
SECTION 5.10.	Taxes	84
SECTION 5.11.	ERISA Compliance	84
SECTION 5.12.	Subsidiaries; Equity Interests	85
SECTION 5.13.	Margin Regulations; Investment Company Act	85
SECTION 5.14.	Disclosure	85
SECTION 5.15.	Intellectual Property; Licenses, etc.	86
SECTION 5.16.	Solvency	86
SECTION 5.17.	Maintenance of Insurance	86
SECTION 5.18.	Labor Matters	86
SECTION 5.19.	Restructuring Transactions Documentation, etc.	86
SECTION 5.20.	Collateral	87
SECTION 5.21.	Location of Real Property	87
SECTION 5.22.	Permits	87
SECTION 5.23.	Fiscal Year	87
SECTION 5.24.	Patriot Act	87
SECTION 5.25.	Use of Proceeds	88
SECTION 5.26.	Subordination of Junior Financing	88

ARTICLE VI Affirmative Covenants		88

SECTION 6.01.	Financial Statements	88
SECTION 6.02.	Certificates; Other Information	89
SECTION 6.03.	Notices	90
SECTION 6.04.	Payment of Obligations	91
SECTION 6.05.	Preservation of Existence, etc.	91
SECTION 6.06.	Maintenance of Properties	91
SECTION 6.07.	Maintenance of Insurance	91
SECTION 6.08.	Compliance with Laws	92
SECTION 6.09.	Books and Records	92
SECTION 6.10.	Inspection Rights	92
SECTION 6.11.	Covenant to Guarantee Obligations and Give Security	93
SECTION 6.12.	Compliance with Environmental Laws	95
SECTION 6.13.	Further Assurances and Post-Closing Conditions	95
SECTION 6.14.	Designation of Subsidiaries	96
SECTION 6.15.	Information Regarding Collateral	97

SECTION 6.16.	Corporate Separateness	97
SECTION 6.17.	Interest Rate Protection	97

ARTICLE VII Negative Covenants		99

SECTION 7.01.	Liens	99
SECTION 7.02.	Investments	102
SECTION 7.03.	Indebtedness	105
SECTION 7.04.	Fundamental Changes	107
SECTION 7.05.	Dispositions	108
SECTION 7.06.	Restricted Payments	110
SECTION 7.07.	Change in Nature of Business	111
SECTION 7.08.	Transactions with Affiliates	111
SECTION 7.09.	Burdensome Agreements	111
SECTION 7.10.	Use of Proceeds	112
SECTION 7.11.	Financial Covenants	112
SECTION 7.12.	Accounting Changes	113
SECTION 7.13.	Prepayments, etc. of Indebtedness	113
SECTION 7.14.	Equity Interests of the Borrower and Restricted Subsidiaries	114
SECTION 7.15.	Special Purpose Vehicle Restrictions	114
SECTION 7.16.	Capital Expenditures	114
SECTION 7.17.	Sale-Leaseback Transactions	115

ARTICLE VIII Events Of Default and Remedies		115

SECTION 8.01.	Events of Default	115
SECTION 8.02.	Remedies Upon Event of Default	118
SECTION 8.03.	[Reserved]	118
SECTION 8.04.	Application of Funds	118
SECTION 8.05.	Borrower’s Right to Cure	120

ARTICLE IX Administrative Agent and Other Agents		121

SECTION 9.01.	Appointment and Authorization of Agents	121
SECTION 9.02.	Delegation of Duties	122
SECTION 9.03.	Liability of Agents	122
SECTION 9.04.	Reliance by Agents	122
SECTION 9.05.	Notice of Default	123
SECTION 9.06.	Credit Decision; Disclosure of Information by Agents	123
SECTION 9.07.	Indemnification of Agents	123
SECTION 9.08.	Agents in their Individual Capacities	124
SECTION 9.09.	Successor Agents	124
SECTION 9.10.	Administrative Agent May File Proofs of Claim	125
SECTION 9.11.	Collateral and Guaranty Matters	125
SECTION 9.12.	Other Agents; Joint Lead Arrangers and Managers	126
SECTION 9.13.	Appointment of Supplemental Administrative Agents	126

ARTICLE X Miscellaneous		127

SECTION 10.01.	Amendments, etc.	127
SECTION 10.02.	Notices and Other Communications; Facsimile Copies	129
SECTION 10.03.	No Waiver; Cumulative Remedies	130
SECTION 10.04.	Attorney Costs, Expenses and Taxes	130
SECTION 10.05.	Indemnification by the Borrower	131
SECTION 10.06.	Payments Set Aside	132
SECTION 10.07.	Successors and Assigns	132
SECTION 10.08.	Confidentiality	136
SECTION 10.09.	Setoff	136
SECTION 10.10.	Interest Rate Limitation	137
SECTION 10.11.	Counterparts	138
SECTION 10.12.	Integration; No Novation	138
SECTION 10.13.	Survival of Representations and Warranties	138
SECTION 10.14.	Severability	138
SECTION 10.15.	Tax Forms	139
SECTION 10.16.	Governing Law	140
SECTION 10.17.	Waiver of Right to Trial by Jury	141
SECTION 10.18.	Binding Effect	141
SECTION 10.19.	Lender Action	141
SECTION 10.20.	Acknowledgments	141
SECTION 10.21.	USA PATRIOT Act	142
SECTION 10.22.	Gaming Authorities and Liquor Authorities	142
SECTION 10.23.	Certain Matters Affecting Lenders	142
SECTION 10.24.	REVOLVING CREDIT FACILITY PRIORITY	143

SCHEDULES

1.01A		Certain Security Interests and Guarantees
1.01B		Unrestricted Subsidiaries
1.01C		Original Letters of Credit
1.01D		Native American Subsidiaries
1.01E		Material Contracts
1.01F		Permitted Control Persons
[1.01G		LandCo Subsidiaries]
2.01		Commitments
[5.03		Consents]
5.05		Certain Liabilities
5.12		Subsidiaries and Other Equity Investments
5.17		Insurance
5.19		Restructuring Transactions Documents
5.21		Location of Real Property
7.01(b)		Existing Liens
7.02(f)		Existing Investments
7.02(r)		Real Estate to be Invested by Native American Subsidiaries
7.03(b)		Existing Indebtedness
7.05(k)		Dispositions
7.08		Transactions with Affiliates
7.09		Existing Restrictions
10.02		Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

A		Committed Loan Notice
B		Swing Line Loan Notice
C-1		Term Note
C-2		Revolving Credit Note
C-3		Swing Line Note
D		Compliance Certificate
E		Assignment and Assumption
F		Guaranty
G-1		Security Agreement
G-2		Pledge Agreement
G-3		Shareholder Pledge Agreement
H		Mortgage
I		Intellectual Property Security Agreement
J		Opinion Matters — Counsel to Loan Parties
K		Intercompany Note
L-1		LandCo Subordinated Intercompany Note
L-2		LandCo Guaranty
L-3		LandCo Security Agreement
L-4		LandCo Pledge Agreement
M		LandCo Support Agreement
N		Access/Cooperation Covenants

CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) is entered into as of [ ], 2010, among [NEW OPCO], a [ ] limited liability company (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, together with any successor thereto, the “Administrative Agent”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), DEUTSCHE BANK SECURITIES INC. and X.X. XXXXXX SECURITIES INC., as Joint Lead Arrangers and Joint Bookrunners (in such capacity, collectively, the “Joint Lead Arrangers” and, individually, a “Joint Lead Arranger”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), and BANK OF SCOTLAND plc, BANK OF AMERICA, N.A. and WACHOVIA BANK, N.A., as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”).

PRELIMINARY STATEMENTS

WHEREAS, the Stations Casinos, Inc., the Lenders, the Administrative Agent, the Joint Lead Arrangers, the Syndication Agent and the Co-Documentation Agents are parties to a Credit Agreement, dated as of November 7, 2007 (as amended, modified and/or supplemented from time to time to, but not including, the Closing Date, the “Original Credit Agreement”);

WHEREAS, effective as of the Closing Date, the Indebtedness under the Original Credit Agreement shall be extinguished pursuant to the Plan of Reorganization;

WHEREAS, on July 28, 2009 (the “Petition Date”), Stations Casino, Inc. and several of its Affiliates (collectively, the “Debtors”) commenced their bankruptcy cases (collectively, the “Chapter 11 Cases”) as debtors and debtors in possession by filing voluntary petitions under chapter 11 of the Bankruptcy Code of the United States in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”);

WHEREAS, on [ ],the Debtors filed with the Bankruptcy Court the Plan of Reorganization (as defined below) and the Disclosure Statement (as defined below);

WHEREAS, on [ ], the Bankruptcy Court entered the Confirmation Order (as defined below) confirming the Plan of Reorganization;

WHEREAS, pursuant to the Plan of Reorganization, the Debtors have implemented (or substantially simultaneously with the Closing Date will implement) the Restructuring Transactions (as defined below);

WHEREAS, simultaneously with the consummation of the Plan of Reorganization, the Indebtedness under the Original Credit Agreement shall be extinguished and the Lenders shall be deemed to hold the Term Loans hereunder (which represent a portion of the consideration received), in each case pursuant to the Plan of Reorganization, and the Lenders have agreed on the terms and subject to the conditions set forth herein, to extend credit to the Borrower in the form of a Revolving Credit Loans, Swing Line Loans or Letters of Credit from time to time; and

WHEREAS, the proceeds of the Revolving Credit Loans and Swing Line Loans will be used for working capital and other general corporate purposes of the Borrower and the Restricted

Subsidiaries, including the financing of Permitted Acquisitions, and Letters of Credit will be used for general corporate purposes of the Borrower and the Restricted Subsidiaries.

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

ARTICLE I

Definitions and Accounting Terms

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“2009 Audited Financial Statements” means the audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2008 and December 31, 2009 and the related audited consolidated statements of income, stockholders’ equity and cash flows for the Borrower and its Subsidiaries for the fiscal years ended December 31, 2008 and December 31, 2009.

“2010 Pro Forma Balance Sheet” has the meaning specified in Section 5.05(a)(ii).

“2010 Pro Forma Financial Statements” has the meaning specified in Section 5.05(a)(ii).

“2010 Unaudited Financial Statements” means the unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Restricted Subsidiaries for (A) each fiscal quarter of the Borrower ended after December 31, 2009 and at least forty-five (45) days before the Closing Date and (B) to the extent reasonably available, each fiscal month after the most recent fiscal period for which financial statements were received by the Joint Lead Arrangers and the Lenders as described above and ended at least thirty (30) days before the Closing Date, which financial statements described in clause (A) shall be prepared in accordance with GAAP (but excluding footnotes).

“Acquired EBITDA” means, with respect to any Acquired Entity or Business or any Converted Restricted Subsidiary for any period, the amount for such period of Consolidated EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Acquired Entity or Business or Converted Restricted Subsidiary and its Subsidiaries and without regard to clauses [ ] of the definition thereof and clause (c) of the definition of “Consolidated Net Income”), all as determined on a consolidated basis for such Acquired Entity or Business or Converted Restricted Subsidiary.

“Acquired Entity or Business” has the meaning specified in the definition of the term “Consolidated EBITDA.”

“Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100,000 of 1%) equal to the product of (a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves, to the extent applicable to any Lender.

“Administrative Agent” has the meaning specified in the recitals to this Agreement.

“Administrative Agent’s Office” means the Administrative Agent’s address as set forth on Schedule 10.02 or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means (a) with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, that as to any Loan Party or any Subsidiary thereof, the term “Affiliate” shall expressly exclude the Persons constituting Lenders as of the Closing Date and their respective Affiliates and (b) with respect to any Loan Party or any Subsidiary thereof, (i) Xxxxx X. Xxxxxxxx III and his spouse, their respective parents and grandparents and any lineal descendants (including adopted children and their lineal descendants) of any of the foregoing, (ii) Xxxxxxx X. Xxxxxxxx and his spouse, their respective parents and grandparents and any lineal descendants (including adopted children and their lineal descendants) of any of the foregoing, (iii) any Affiliate of any Person described in the foregoing clauses (i) and (ii) or (iv) any personal investment vehicle, trust or entity owned by, or established for the benefit of, or the estate of, any Person described in the foregoing clauses (i) and (ii). “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means, at any time, the Commitments of all the Lenders at such time.

“Aggregate Consideration” means the aggregate amount of cash and non-cash consideration including the fair market value of all Equity Interests issued or transferred to the sellers thereof, all indemnities, earnouts and other contingent payment obligations to, and the aggregate amounts paid or to be paid under noncompete, consulting and other affiliated agreements with, the sellers thereof, all write-downs of property and reserves for liabilities with respect thereto and all assumptions of debt, liabilities and other obligations in connection therewith.

“Agreement” means this Credit Agreement.

“Aliante” means Aliante Station Hotel and Casino, a project currently in development by a joint venture in which Aliante Station, LLC, a wholly-owned Subsidiary of the Borrower, is a joint venturer.

“Applicable Rate” means a percentage per annum equal to (a) for the period from and after the Closing Date to the third anniversary of the Closing Date, (A) for Eurodollar Loans, 3.00%, (B) for Base Rate Loans, 2.00%, (C) for Letter of Credit fees, 3.00% and (D) for commitment fees, [2.00]%, (b) from and after the third anniversary of the Closing Date to the fifth anniversary of the Closing Date, (A) for Eurodollar Loans, 3.50%, (B) for Base Rate Loans, 2.50%, (C) for Letter of Credit fees, 3.50% and (D) for commitment fees, [2.00]%, (c) from and after the fifth anniversary of the Closing Date to the sixth anniversary of the Closing Date, (A) for Eurodollar Loans, 4.50%, (B) for Base Rate Loans, 3.50%,

(C) for Letter of Credit fees, 4.50% and (D) for commitment fees, [2.00]%, and (d) from and after the sixth anniversary of the Closing Date, (A) for Eurodollar Loans, 5.50%, (B) for Base Rate Loans, 4.50%, (C) for Letter of Credit fees, 5.50% and (D) for commitment fees, [2.00]%.

“Applicable Term Loan ECF Percentage” means, at any time, 75%; provided that, so long as no Default has then occurred and is continuing, if the Total Leverage Ratio is (i) less than [ ]:1.00 but greater than or equal to [ ]:1.00 (as set forth in the Compliance Certificate delivered pursuant to Section 6.02(b) for the fiscal year then last ended), the “Applicable Term Loan ECF Percentage” shall instead be 50%, and (ii) less than [ ]:1.00 (as set forth in the Compliance Certificate delivered pursuant to Section 6.02(b) for the fiscal year then last ended), the “Applicable Term Loan ECF Percentage” shall instead be 25%.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to Letters of Credit, (i) the relevant L/C Issuers and (ii) the Revolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents.”

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Assignees” has the meaning specified in Section 10.07(b).

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external legal counsel.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Back-Stop Arrangements” means the L/C Back-Stop Arrangements and the Swing Line Back-Stop Arrangements.

“Bankruptcy Code” means United States Code entitled “Bankruptcy”, as now and/or hereinafter in effect or any successor thereto.

“Bankruptcy Court” has the meaning specified in the recitals to this Agreement.

“Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ½ of 1%, and (c) the Adjusted LIBO Rate for a Eurocurrency Loan denominated in dollars with a one-month Interest Period commencing on such day plus 1.0%. For purposes of this definition, the Adjusted LIBO Rate shall be determined using the LIBO Rate as otherwise determined by the Administrative Agent in accordance with the definition of LIBO Rate, except that (x) if a given day is a Business Day, such determination shall be made on such day (rather than two Business Days prior to the commencement of an Interest Period) or (y) if a given day is not a Business Day, the LIBO Rate for such day shall be the rate determined by the Administrative Agent pursuant to preceding clause (x) for the most recent Business Day preceding such

day. Any change in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or the Adjusted LIBO Rate shall be effective as of the opening of business on the day of such change in the Prime Rate, the Federal Funds Rate or the Adjusted LIBO Rate, respectively.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Borrower” has the meaning specified in the recitals to this Agreement.

“Borrower Chapter 11 Case” means, collectively, the Chapter 11 Case commenced by Stations Casino Inc. in the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, on the Petition Date, together with such other cases commenced by certain subsidiaries of Stations Casino, Inc. and jointly administered by the Bankruptcy Court with Stations Casino Inc.’s case.

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York City; provided, however, that when used in connection with a Eurodollar Loan (including with respect to all notices and determinations in connection therewith and any payments of principal, interest or other amounts thereon), the term “Business Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as additions during such period to property, plant or equipment reflected in the consolidated balance sheet of the Borrower and the Restricted Subsidiaries, provided that the term “Capital Expenditures” shall not include (i) expenditures made in connection with the replacement, substitution, restoration or repair of assets to the extent financed with (x) insurance proceeds paid on account of the loss of or damage to the assets being replaced, restored or repaired or (y) awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (ii) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment to the extent that the gross amount of such purchase price is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time, (iii) the purchase of plant, property, equipment or software to the extent financed with proceeds of Dispositions that are not required to be applied to prepay Term Loans pursuant to Section 2.05(b), (iv) expenditures that are accounted for as capital expenditures by the Borrower or any Restricted Subsidiary and that actually are paid for by a Person other than the Borrower or any Restricted Subsidiary and for which neither the Borrower nor any Restricted Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such Person or any other Person (whether before, during or after such period), (v) the book value of any asset owned by the Borrower or any Restricted Subsidiary prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such Person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period; provided that (x) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period in which such expenditure actually is made and (y) such book value shall have been included in Capital Expenditures when such asset was originally

acquired, or (vi) expenditures that constitute Permitted Acquisitions, provided further that the term “Capital Expenditures” shall include the purchase of real property from a LandCo Subsidiary.

“Capitalized Lease Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Cash Collateral” has the meaning specified in Section 2.03(g).

“Cash Collateral Account” means a blocked account at DBTCA (or another commercial bank selected in compliance with Section 9.09) in the name of the Administrative Agent and under the sole dominion and control of the Administrative Agent, and otherwise established in a manner satisfactory to the Administrative Agent.

“Cash Collateralize” has the meaning specified in Section 2.03(g).

“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any Restricted Subsidiary:(1)

(a) Dollars;

(b) readily marketable obligations issued or directly and fully guaranteed or insured by the government or any agency or instrumentality of the United States having average maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) is a Lender or (ii) (A) is organized under the Laws of the United States, any state thereof or the District of Columbia or is the principal banking Subsidiary of a bank holding company organized under the Laws of the United States, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, and (B) has combined capital and surplus of at least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an “Approved Bank”), in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by, a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Xxxxx’x, in each case with average maturities of not more than 12 months from the date of acquisition thereof;

(e) repurchase agreements entered into by any Person with a bank or trust company (including any of the Lenders) or recognized securities dealer, in each case, having capital and

(1) To be conformed to definition in PropCo Credit Agreement if favorable to Lenders.

surplus in excess of $250,000,000 for direct obligations issued by or fully guaranteed or insured by the government or any agency or instrumentality of the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations;

(f) securities with average maturities of 12 months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government having an investment grade rating from either S&P or Xxxxx’x (or the equivalent thereof);

(g) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Xxxxx’x;

(h) instruments equivalent to those referred to in clauses (a) through (g) above denominated in Euros or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and

(i) Investments, classified in accordance with GAAP as current assets of the Borrower or any Restricted Subsidiary, in money market investment programs which are registered under the Investment Company Act of 1940 or which are administered by financial institutions having capital of at least $250,000,000, and, in either case, the portfolios of which are limited such that substantially all of such investments are of the character, quality and maturity described in clauses (a) through (h) of this definition.

“Cash Management Banks” means any Lender or any Affiliate of a Lender providing Cash Management Services to the Borrower or any Restricted Subsidiary.

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of any Cash Management Services, except to the extent that such Cash Management Bank, on the one hand, and the Borrower or the applicable Restricted Subsidiary, on the other hand, agree in writing that any such obligations shall not be secured by any Lien on the Collateral and such Persons shall have delivered such writing to the Administrative Agent.

“Cash Management Services” means treasury, depository and/or cash management services or any automated clearing house transfer services, provision and operation of sweep accounts and zero balance accounts, provision of tax payment services and controlled disbursement services and performance of cash and coin delivery orders.

“Casino Licenses” means, collectively, all licenses that are required to be granted by any applicable federal, state, local, tribal or other regulatory body, gaming board or other agency that has jurisdiction over (i) any casino now or hereafter located in the State of Nevada, and (ii) any other casinos otherwise owned or operated by the Borrower or any Restricted Subsidiary.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment,

fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

[“Change of Control” means (i) Holdings shall at any time cease to own directly 100% of the Equity Interests of the Borrower, (ii) prior to the occurrence of a Qualified IPO, the Permitted Holders shall fail to collectively own directly or indirectly, beneficially and of record, (x) at least 50% of the voting interests in Holdings’ Equity Interests or (y) 40% of the economic interests in Holdings’ Equity Interests (determined on a fully diluted basis), (iii) prior to the occurrence of a Qualified IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of [20-35]% or more on a fully diluted basis of the economic or voting interests in Holdings’ Equity Interests, (iv) after the occurrence of a Qualified IPO, the Permitted Holders shall fail to collectively own directly or indirectly, beneficially and of record, at least 25% of both the economic and voting interests in Holdings’ Equity Interests, (v) after the occurrence of a Qualified IPO, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than the Permitted Holders is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of (x) [25]% or more on a fully diluted basis of the economic or voting interests in Holdings’ Equity Interests or (y) an aggregate amount of economic or voting interests in Holdings’ Equity Interests which is more than the economic or voting interests in Holdings’ Equity Interests to which the Permitted Holders is or shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, (vi) Continuing Directors shall not constitute at least a majority of the board of managers of [Parent][Holdings and the Borrower], or (vii) any “change of control” (or any comparable term) in any document pertaining to (x) any Junior Financing or (y) any other Indebtedness with an aggregate principal amount or liquidation preference, as applicable, in excess of the Threshold Amount.]

“Chapter 11” means Chapter 11 of the Bankruptcy Code.

“Chapter 11 Cases” has the meaning specified in the recitals to this Agreement.

“Charges” has the meaning specified in Section 10.10.

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Revolving Credit Lenders or Term Lenders, (b) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Revolving Credit Loans, Swing Line Loans or Term Loans and (c) when used with respect to any Commitment, refers to a Revolving Credit Commitment.

“Closing Date” means the date as of which all conditions set forth in Section 4.01 have been satisfied and the initial Credit Extensions have been made.

“Closing Date Asset Transfers” means [ ].

“Code” means the U.S. Internal Revenue Code of 1986 and rules and regulations related thereto.

“Co-Documentation Agents” has the meaning specified in the recitals to this Agreement.

“Collateral” means all the “Collateral” as defined in any Collateral Document and shall include the Mortgaged Properties.

“Collateral and Guarantee Requirement” means, at any time, subject to applicable Gaming Laws, the requirement that:

(a) the Administrative Agent shall have received each Collateral Document required to be delivered (i) on the Closing Date pursuant to this Agreement, or (ii) at any other time pursuant to Section 6.11 at the time so required, duly executed by each Loan Party thereto;

(b) all Obligations shall have been unconditionally guaranteed by the Borrower (in the case of Obligations under clauses (y) and (z) of the first sentence of the definition thereof), Holdings and each Restricted Subsidiary of the Borrower;

(c) the Obligations and the Guaranty shall have been secured by a first-priority security interest in (i) all the Equity Interests of the Borrower and (ii) all Equity Interests of each Person directly owned by (A) the Borrower (including Equity Interests of Unrestricted Subsidiaries), (B) any Subsidiary Guarantor and (C) Holdings, but excluding, in the case of clauses (A) and (B), to the extent prohibited by law or, with the consent of the Administrative Agent, such consent not to be unreasonably withheld, the applicable management contract, Equity Interests in Native American Subsidiaries;

(d) except to the extent otherwise permitted hereunder or under any Collateral Document, the Obligations and the Guaranty shall have been secured by a security interest in, and mortgages on, substantially all tangible and intangible assets of each Loan Party (including accounts, inventory, equipment, investment property, contract rights, intellectual property, other general intangibles, owned and leased real property and proceeds of the foregoing), in each case, with the priority required by the Collateral Documents; provided that security interests in the assets of Native American Subsidiaries shall, to the extent prohibited by law or, with the consent of the Administrative Agent, such consent not to be unreasonably withheld, the applicable management contract, exclude security interests in such assets, including the Native American Contracts and real property interests of such Native American Subsidiaries (provided, however, that security interests shall be granted in respect of all rights to receive income and cash flows attributable to such assets);

(e) none of the Collateral shall be subject to any Liens other than Permitted Liens; and

(f) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect to each owned or leased property described in paragraph (d) above or required to be delivered pursuant to Section 6.11 (the “Mortgaged Properties”) duly executed and delivered by the record owner of such property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first priority Lien on the property described therein, free of any other Liens except Permitted Liens, together with such endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request from time to time, (iii) such surveys, abstracts, appraisals, legal opinions and other documents as the Administrative Agent may reasonably request with respect to any such Mortgaged Property and (iv) flood certificates covering each Mortgaged Property in form and substance reasonably acceptable to the Administrative Agent, certified to the Administrative

Agent in its capacity as such and certifying whether or not each such Mortgaged Property is located in a flood hazard zone by reference to the applicable FEMA map.

The foregoing definition shall not require the creation or perfection of pledges of or security interests in, or the obtaining of title insurance or surveys with respect to, particular assets if and for so long as, in the sole and absolute discretion of the Administrative Agent after consultation with the Borrower (confirmed in writing by notice to the Borrower), the cost of creating or perfecting such pledges or security interests in such assets or obtaining title insurance or surveys in respect of such assets shall be excessive in view of the benefits to be obtained by the Lenders therefrom. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it determines in its sole and absolute discretion, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents.

Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, (a) Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Collateral Documents to the extent appropriate and agreed between the Administrative Agent and the Borrower and (b) the Collateral shall not include Excluded Assets.

“Collateral Documents” means, collectively, the Security Agreement, the Pledge Agreement, the Intellectual Property Security Agreement, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, Pledge Agreement Supplements, security agreements, pledge agreements, amendments to or reaffirmation of any of the foregoing or other similar agreements delivered to the Administrative Agent and the Lenders from time to time pursuant to the Section 4.01(a)(iii) or Section 6.11 or 6.13, the Guaranty, each Guaranty Supplement and each of the other agreements, instruments or documents, and any amendments to or reaffirmations of any of the foregoing, that creates or purports to create a Lien or Guarantee in favor of the Administrative Agent for the benefit of the Secured Parties.

“Commitment” means a Revolving Credit Commitment.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Confirmation Order” means the confirmation order issued by the Bankruptcy Court in relation to the Chapter 11 Cases confirming the Plan of Reorganization.

“Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period:

(a) plus without duplication and to the extent already deducted (and not added back) in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) total Consolidated Interest Expense and, to the extent not reflected in such total Consolidated Interest Expense, any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk of the Borrower or its Subsidiaries, net of interest income, premiums received and gains on such hedging obligations, and costs of surety bonds in connection with financing activities,

(ii) [provision for taxes based on income, profits or capital of the Borrower and the Restricted Subsidiaries, including state, franchise and similar taxes and foreign withholding taxes paid or accrued during such period,](2)

(iii) depreciation and amortization,

(iv) Non-Cash Charges (including those incurred in connection with the Borrower Chapter 11 Case),

(v) Pre-Opening Expenses,

(vi) cash restructuring charges or reserves (including restructuring costs related to acquisitions and to closure/consolidation of facilities) incurred after the Closing Date and extraordinary losses and unusual or non-recurring cash charges, including severance, relocation costs and curtailments or modifications to pension and post-retirement employee benefit plans; provided that the aggregate amount added back to Consolidated EBITDA pursuant to this clause (vi) for any Test Period shall not exceed 2.5% of Consolidated EBITDA (determined without regard to this clause (vi)) for such Test Period, and

(vii) any costs or expenses (excluding Non-Cash Charges) incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of an issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests),

(b) minus, without duplication and to the extent included in arriving at such Consolidated Net Income, the sum of the following amounts for such period:

(i) extraordinary gains and unusual or non-recurring gains,

(ii) non-cash gains (excluding any non-cash gain to the extent it represents the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period),

(iii) gains on asset sales (other than asset sales in the ordinary course of business),

(iv) any net after-tax income from the early extinguishment of Indebtedness or hedging obligations or other derivative instruments, and

(v) all gains from investments recorded using the equity method,

(2) Discuss tax impact in light of LLC structure.

in each case, as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated Net Income,

(i) there shall be excluded in determining Consolidated EBITDA currency translation gains and losses related to currency remeasurements of Indebtedness (including the net loss or gain resulting from Swap Contracts for currency exchange risk);

(ii) there shall be excluded in determining Consolidated EBITDA for any period any adjustments resulting from the application of Statement of Financial Accounting Standards No. 133;

(iii) there shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”), and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary (each, a “Converted Restricted Subsidiary”), in each case based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion), (B) for the purposes of Sections 2.14, 4.02(d), 6.14(a), 7.02(i)(D), 7.02(n), 7.03(e) and 7.11, an adjustment in respect of each Acquired Entity or Business or Converted Restricted Subsidiary equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent and (C) there shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset sold, transferred or otherwise disposed of by the Borrower or any Restricted Subsidiary (including, for such purposes, any Restricted Subsidiary redesignated as an Unrestricted Subsidiary pursuant to Section 6.14) during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”), based on the actual Disposed EBITDA of such Sold Entity or Business for such period (including the portion thereof occurring prior to such sale, transfer or disposition); and

(iv) there shall be included in determining Consolidated EBITDA for any period, without duplication, the New Property EBITDA for such period of any New Property, to the extent not subsequently sold, transferred or otherwise disposed of by the Borrower or the Restricted Subsidiary that owns such New Property.

For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a) non-cash losses on asset sales, disposals or abandonments, (b) any non-cash impairment charge or asset write-off related to intangible assets, long-lived assets, and investments in debt and equity securities pursuant to GAAP, (c) all non-cash losses from investments recorded using the equity method, (d) stock-based awards compensation expense, and (e) other non-cash charges (provided that if any non-cash charges referred to in this clause (e) represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period).

“Consolidated Interest Expense” means, for any period, the sum of (i) the cash interest expense and capitalized interest (including that attributable to Capitalized Leases), net of cash interest income, of the Borrower and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, with respect to all outstanding Indebtedness of the Borrower and the Restricted Subsidiaries, including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Contracts and (ii) any cash payments made during such period in respect of obligations referred to in clause (b) below relating to Funded Debt that were amortized or accrued in a previous period (other than any such obligations resulting from the discounting of Indebtedness in connection with the application of purchase accounting in connection with any Permitted Acquisition), but excluding, however, (a) amortization of deferred financing costs and any other amounts of non-cash interest, and (b) the accretion or accrual of discounted liabilities during such period, all as calculated on a consolidated basis in accordance with GAAP; provided that for purposes of Sections 2.14, 4.02(d), 6.14(a), 7.02(i)(D), 7.02(n), 7.03(e) and 7.11, there shall be included in determining Consolidated Interest Expense for any period the cash interest expense (or income) and capitalized interest of any Acquired Entity or Business acquired during such period and of any Converted Restricted Subsidiary converted during such period, in each case based on the cash interest expense (or income) or capitalized interest relating to any Indebtedness incurred or assumed as part of an acquisition of an Acquired Entity or Business or as part of the conversion of a Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition or conversion) assuming any Indebtedness incurred or repaid in connection with any such acquisition had been incurred or repaid on the first day of such period and (c) for purposes of Sections 2.14, 4.02(d), 6.14(a), 7.02(i)(D), 7.02(n), 7.03(e) and 7.11, there shall be excluded from determining Consolidated Interest Expense for any period the cash interest expense (or income) of any Sold Entity or Business disposed of during such period, based on the cash interest expense (or income) relating to any Indebtedness relieved or repaid in connection with any such disposition of such Sold Entity or Business for such period (including the portion thereof occurring prior to such disposal) assuming such debt relieved or repaid in connection with such disposition has been relieved or repaid on the first day of such period; provided that for purposes of determining compliance with Section 7.11(b) at any time a Default Quarter is included in the Test Period then most recently ended prior to a date of determination, the aggregate principal amount of the Loans repaid pursuant to Section 2.05(b)(v)(A) with the proceeds of a Permitted Equity Issuance consummated in reliance on Section 8.05 during such Default Quarter shall be deemed to be outstanding during such Test Period and any interest expense of the Borrower and its Restricted Subsidiaries for such Test Period in respect of such “outstanding” Loans shall be included as “Consolidated Interest Expense” during such Test Period (as if such “outstanding” Loans bore interest at the average rate applicable to Term Borrowings outstanding during such Test Period). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated Interest Expense for any period ending prior to the first anniversary of the Closing Date, Consolidated Interest Expense shall be an amount equal to actual Consolidated Interest Expense from the Closing Date through the date of determination multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days from the Closing Date through the date of determination.

“Consolidated Net Income” means, for any period, the net income (loss) of the Borrower and the Restricted Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the cumulative effect of a change in accounting principles during such period to the extent included in Consolidated Net Income, (c) except for purposes of calculating Excess Cash Flow, Restructuring Transaction Expenses incurred after the Closing Date and during such period, so long as the aggregate amount of all such Restructuring Transaction Expenses added back pursuant to this clause (c) for all periods does not exceed $[ ], and (d) any income (loss) for such period attributable to the early extinguishment of Indebtedness. There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments to property and equipment, software and other intangible

assets and deferred revenue in component amounts required or permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted Subsidiaries), as a result of any Permitted Acquisitions, or the amortization or write-off of any amounts thereof. There shall be excluded from Consolidated Net Income (i) the income (or loss) of any Person that is not a Restricted Subsidiary (including joint venture investments recorded using the equity method), except to the extent of the amount of dividends or other distributions actually paid to the Borrower or a Restricted Subsidiary during such period and (ii) the net income of any Restricted Subsidiary to the extent that the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition), consisting of Indebtedness for borrowed money, obligations in respect of Capitalized Leases (but excluding, for the avoidance of doubt, amounts payable under operating leases), debt obligations evidenced by promissory notes or similar instruments, the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Persons, all obligations to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet in accordance with GAAP) and, without duplication, all Guarantees (other than the LandCo Support Agreement) with respect to outstanding Indebtedness of the types described above; provided that for purposes of determining compliance with Section 7.11(a) at any time a Default Quarter is included in the Test Period then most recently ended prior to a date of determination, the aggregate principal amount of the Loans repaid pursuant to Section 2.05(b)(v)(A) with the proceeds of a Permitted Equity Issuance consummated in reliance on Section 8.05 during such Default Quarter shall be deemed to be outstanding and included as “Consolidated Total Debt” at such time.

“Consolidated Working Capital” means, at any date, the excess of (a) the sum of all amounts (other than cash and Cash Equivalents) that would, in conformity with GAAP, be set forth opposite the caption “total current assets” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries at such date over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the Borrower and the Restricted Subsidiaries on such date, including deferred revenue but excluding, without duplication, (i) the current portion of any Funded Debt, (ii) all Indebtedness consisting of Loans and L/C Obligations to the extent otherwise included therein, (iii) the current portion of interest and (iv) the current portion of current and deferred income taxes.

“Continuing Director” means, at any date, as to Holdings or the Borrower, an individual (a) who is a member of the board of managers of Holdings or the Borrower, as applicable, on the date hereof, (b) who has been nominated to be a member of such board of managers, directly or indirectly, by a Permitted Control Person or Persons nominated by a Permitted Control Person or (c) who has been nominated to be a member of such board of managers by a majority of the other Continuing Directors then in office.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Converted Restricted Subsidiary” has the meaning specified in the definition of “Consolidated EBITDA.”

“Core Property” means, collectively, (a) the hotel, resort and casino properties commonly known as Texas Station, Santa Fe Station, Fiesta Xxxxxxxxx and Fiesta Rancho and (b) each casino or hotel property hereafter owned or operated by the Borrower or a Subsidiary Guarantor and its Subsidiaries (but not any such property owned or operated by an Unrestricted Subsidiary) whose individual Consolidated EBITDA (determined in a manner acceptable to the Administrative Agent) for the then most recently ended twelve-month period for which financial statements are then available exceeds $5,000,000, excluding any real property or improvements that have been released from the Liens of the Administrative Agent in accordance with the terms of the Loan Documents.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cumulative Excess Cash Flow” means, at any time, the sum of (i) Excess Cash Flow (which may be less than zero) for the period commencing on January 1, 2011 and ending on December 31, 2011 and (ii) Excess Cash Flow (which may be less than zero for any period) for each succeeding and completed fiscal year at such time.

“DBSI” means Deutsche Bank Securities Inc. and any successor thereto by merger, consolidation or otherwise.

“DBTCA” means Deutsche Bank Trust Company Americas and any successor thereto by merger, consolidation or otherwise.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Debtors” has the meaning specified in the recitals to this Agreement.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Quarter” has the meaning specified in Section 8.05.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2.0% per annum; provided that with respect to a Eurodollar Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be funded by it hereunder, unless the subject of a good faith dispute or subsequently cured, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one (1) Business Day of the date when due, unless the subject of a good faith dispute or subsequently cured, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding or takeover by a regulatory authority, provided that, for purposes of the Back-Stop Arrangements, the term “Defaulting Lender” shall include (i) any Lender with an Affiliate that (x) Controls (within the meaning specified in the definition of “Affiliate”) such Lender and (y) has been deemed insolvent or become subject to a bankruptcy proceeding or takeover by a regulatory authority, (ii) any Lender that previously constituted a “Defaulting Lender” under this Agreement, unless such Lender has ceased to constitute a “Defaulting Lender” for a period of at least 90 consecutive days, (iii) any Lender which the Administrative Agent or an L/C Issuer believes in good faith to have defaulted under two or more other credit facilities to which such Lender is a party and (iv) any Lender that has failed to fund any portion of the Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans within one (1) Business Day of the date DBTCA (in its capacity as a Lender) has funded its portion thereof, unless such Lender has cured such failure and remained compliant for a period of at least 90 consecutive days.

“Disclosure Statement” means that certain “Disclosure Statement” in respect of the Borrower and certain of its affiliates and the joint plan of reorganization described therein in the form circulated to the Lenders on [ ], 2010 (including all exhibits attached thereto).

“Disposed EBITDA” means, with respect to any Sold Entity or Business for any period, the amount for such period of Consolidated EBITDA of such Sold Entity or Business (determined as if references to the Borrower and the Restricted Subsidiaries in the definition of Consolidated EBITDA (and in the component financial definitions used therein) were references to such Sold Entity or Business and its Subsidiaries and without regard to clauses [ ] of the definition thereof and clause (c) of the definition of “Consolidated Net Income”), all as determined on a consolidated basis for such Sold Entity or Business.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and any sale of Equity Interests) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests), in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the eighth anniversary of the Closing Date.

“Disqualified Institutions” means any banks, financial institutions or other Persons separately identified by the Borrower to the Administrative Agent in writing prior to the Closing Date.

“Disqualified Transferee” means any proposed transferee that (i) has been convicted in a criminal proceeding for a felony or a crime involving moral turpitude or that is an organized crime figure or is reputed (as determined by Administrative Agent in its reasonable discretion) to have substantial business or other affiliations with an organized crime figure or (ii) has been found by a court of competent jurisdiction or other governmental authority in a comparable proceeding to have violated any federal or state securities laws or regulations promulgated thereunder.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“Eligible Assignee” means any Assignee permitted by and consented to in accordance with Section 10.07(b).

“Environmental Laws” means any and all Federal, state, and local statutes, Laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution, the protection of the environment, natural resources, or, to the extent relating to exposure to Hazardous Materials, human health or to the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

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

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is under common control with any Loan Party within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) incurrence of a liability with respect to a withdrawal by any Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) incurrence of a liability with respect to a complete or partial withdrawal by any Loan Party or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for funding contributions in the ordinary course or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate; or (g) the failure of any Pension Plan to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA.

“Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income for such period,

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) incurred during such period to the extent deducted in arriving at such Consolidated Net Income,

(iii) decreases in Consolidated Working Capital and long-term account receivables for such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period),

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period to the extent deducted in arriving at such Consolidated Net Income,

[(v) the amount of tax expense that was deducted in determining Consolidated Net Income for such period, to the extent it exceeds the amount of cash taxes paid in such period](3), and

(vi) decreases in the aggregate Required Active Cash of the Borrower and the Restricted Subsidiaries during such period (other than any such decreases

(3) Discuss.

arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period);

less

(b) the sum, without duplication, of

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income,

(ii) the amount of Capital Expenditures made in cash or accrued during such period pursuant to Section 7.16, except to the extent that such Capital Expenditures were financed with the proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance or Indebtedness (other than the Revolving Credit Facility), in each case other than to the extent such proceeds were included in arriving at such Consolidated Net Income,

(iii) [the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to Consolidated Net Income and not in excess of the amount of such increase, (C) optional prepayments of Term Loans and (D) prepayments of Revolving Credit Loans and Swing Line Loans (but only to the extent accompanied by an equivalent permanent reduction in the Revolving Credit Commitments) made during such period, in each case except to the extent financed with the proceeds of asset sales (except as provided in clause (B) of this paragraph (iii)), sales or issuances of Equity Interests, capital contributions, insurance or Indebtedness (other than the Revolving Credit Facility), in each case other than to the extent such proceeds were included in arriving at such Consolidated Net Income,]

(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period to the extent included in arriving at such Consolidated Net Income,

(v) increases in Consolidated Working Capital and long-term account receivables for such period (other than any such increases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period),

(vi) the amount of cash Investments and acquisitions made during such period pursuant to Section 7.02 (other than Sections 7.02(a) and 7.02(c)), except to the extent that such Investments and acquisitions were financed with the proceeds of asset sales, sales or issuances of Equity Interests, capital contributions, insurance or Indebtedness (other than the Revolving Credit Facility),

(vii) the aggregate amount of any premium, make-whole or penalty payments actually paid in cash by the Borrower and the Restricted Subsidiaries during such period that are required to be made in connection with any prepayment of Indebtedness, in each case other than to the extent such proceeds were included in arriving at such Consolidated Net Income,

[(viii) the amount of cash taxes paid in such period to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period, and]

(ix) increases in the aggregate Required Active Cash of the Borrower and the Restricted Subsidiaries during such period (other than any such decreases arising from acquisitions by the Borrower and the Restricted Subsidiaries during such period).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” has the meaning specified in the Security Agreement.(4)

“Existing Senior Notes” has the meaning specified in the Original Credit Agreement.

“Existing Senior Subordinated Notes” has the meaning specified in the Original Credit Agreement.

“Extension Date” means the date occurring on (i) the fifth anniversary of the Closing Date and (ii) to the extent the Maturity Date is extended pursuant to Section 2.14, the sixth anniversary of the Closing Date.

“Extension Request” has the meaning specified in Section 2.14.

“Facility” means the Term Loan Facility, the Revolving Credit Facility, the Swing Line Sublimit or the Letter of Credit Sublimit, as the context may require.

“Fair Market Value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Borrower in good faith; provided that if the fair market value is equal to or exceeds $10,000,000, such determination shall be approved by the board of managers of the Borrower.

“FCP” has the meaning specified in the Original Credit Agreement.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates (rounded upwards, if necessary, to the next 1/100 of 1%) on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to JPMCB on such day on such transactions as determined by the Administrative Agent.

“Xxxxxxxx Brothers” means Xxxxx X. Xxxxxxxx III and Xxxxxxx X. Xxxxxxxx.

“First Test Date” means the date of the first delivery (or required delivery) of financial statements pursuant to Section 6.01(a) or (b) after the earlier to occur of (i) [the first anniversary of the

(4) To be modified to delete clause (k) of the definition of “General Excluded Assets.”

Closing Date] and (ii) the date on which the Aggregate Consideration paid in respect of all Permitted Acquisitions exceeds $20,000,000.

“Foreign Lender” has the meaning specified in Section 10.15(a)(i).

“Foreign Subsidiary” of any Person means any Subsidiary of such Person that is not a Domestic Subsidiary.

“Former Lender” has the meaning specified in Section 10.23(a).

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Gambling” or “gambling” shall have the meaning ascribed to such term in Nevada Revised Statutes Section 463.0153.

“Gaming” or “gaming” shall have the meaning ascribed to such term in Nevada Revised Statutes Section 463.0153.

“Gaming Authority” means any applicable governmental or administrative state or local agency, authority, board, bureau, commission, department or instrumentality of any nature whatsoever involved in the supervision or regulation of casinos or gaming and gaming activities, including, without limitation, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and any of their respective successors or replacements and any agency or authority with jurisdiction over gaming operations on Native American tribal lands.

“Gaming Law” means all Laws pursuant to which a Gaming Authority possesses licensing, permit or regulatory authority over gambling, gaming, or casino activities conducted within its jurisdiction.

“Gaming Permits” means, collectively, every license, permit or other authorization required to own, operate and otherwise conduct non-restricted gaming operations, including, without

limitation, all licenses granted by the Nevada Gaming Authorities and all other applicable Governmental Authorities.

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

“Granting Lender” has the meaning specified in Section 10.07(h).

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other monetary obligation of any other Person, whether or not such Indebtedness or other monetary obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, or customary and reasonable indemnity obligations entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, Holdings, the Borrower and the Subsidiary Guarantors.

“Guaranty” means, collectively, (a) the Guaranty Agreement made by each Subsidiary Guarantor, Holdings and the Borrower in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to Section 6.11.

“Guaranty Supplement” has the meaning provided in the Guaranty.

“Gun Lake Project” means [ ].

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedge Bank” means any Person that is a Lender or an Affiliate of a Lender at the time it enters into a Secured Hedge Agreement, in its capacity as a party thereto, and such Person’s successors and assigns.

“Holdings” means [OpCo Intermediate Holdco], a [ ] limited liability company.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Hotel/Casino Facilities” means, collectively, the hotel and gaming or casino facilities located on the Mortgaged Properties, together with all pools, parking lots and other facilities and amenities related to any of the foregoing.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract (or, to the extent of any related Swap Contracts entered into with the same counterparty and which provide that amounts due thereunder may be set off among such Swap Contacts, the net obligations of such Person under all such related Swap Contracts);

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Capitalized Lease Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests;

(h) obligations under Support Agreements; and

(i) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for

such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value as of such date. The amount of Indebtedness represented by Guarantees and Support Agreements shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee or Support Agreement is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith; provided, that in no event shall such amount be less than the amount required to be reflected in the consolidated balance sheet of the Person providing such Guarantee or Support Agreement in accordance with GAAP (including Financial Standards Board Statement No. 5). The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the Fair Market Value of the property encumbered thereby.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intellectual Property Security Agreement” means the Intellectual Property Security Agreement, substantially in the form of Exhibit I.

“Intercompany Note” means the global intercompany note, substantially in the form of Exhibit K.

“Interest Coverage Ratio” means, with respect to the Borrower and the Restricted Subsidiaries on a consolidated basis, for any Test Period, the ratio of (i) Consolidated EBITDA for such Test Period to (ii) Consolidated Interest Expense for such Test Period.

“Interest Payment Date” means (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided that if any Interest Period for a Eurodollar Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date; and (c) as to any Swing Line Loan, the day that such Loan is required to be repaid.

“Interest Period” means, as to each Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending one, two, three or six months after the date of such Borrowing as selected by the Borrower in its Committed Loan Notice; provided that:

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

(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person (including by way of merger or consolidation), (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or a substantial part of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. Subject to Section 6.14 (in the case of deemed Investments in Unrestricted Subsidiaries), for purposes of covenant compliance, the amount of any Investment shall be the amount actually invested (in the case of any non-cash asset invested, taking the Fair Market Value thereof at the time the investment is made), without adjustment for subsequent increases or decreases in the value of such Investment.

“IP Collateral” means all “Intellectual Property Collateral” referred to in the Collateral Documents and all of the other IP Rights that are or are required by the terms hereof or of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.

“IP Rights” has the meaning specified in Section 5.15.

“IRS” means the United States Internal Revenue Service.

“Joint Lead Arrangers” has the meaning specified in the recitals to this Agreement.

“JPMCB” means JPMorgan Chase Bank, N.A. and any successor thereto by merger, consolidation or otherwise.

“Junior Financing” has the meaning specified in Section 7.13.

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“LandCo” means [ ], a Delaware limited liability company.

“LandCo Administrative Agent” means Deutsche Bank Trust Company Americas as administrative agent under the LandCo Credit Agreement and any successor thereto in such capacity.

“LandCo Collateral” means the Collateral under, and as defined in, the LandCo Credit Agreement.

“LandCo Collateral Documents” means, collectively, the LandCo Security Agreement, the LandCo Pledge Agreement and the other LandCo Collateral Documents (as defined in the LandCo Credit Agreement).

“LandCo Credit Agreement” means (a) that certain Credit Agreement, dated as of [ ], 2010, among LandCo, various lenders from time to time party thereto and the LandCo Administrative Agent and (b) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any Indebtedness or other financial accommodation that has been incurred to extend, renew, refinance or replace (whether by the same or different banks) in whole or in part (under one or more agreements) the Indebtedness and other obligations outstanding under the LandCo Credit Agreement referred to in clause (a) above or any other

agreement or instrument referred to in this clause (b), in each case to the extent permitted by this Agreement.

“LandCo Guaranty” means the guaranty of LandCo Holdings and each LandCo Subsidiary party to such guaranty in favor of the Borrower in the form of Exhibit L-2.

“LandCo Holdings” means [ ], a Delaware limited liability company.

“LandCo Land Carry Costs” means all land carry costs required to be paid by any LandCo Subsidiary in respect of the real property owned by it, including property taxes, insurance premiums, assessment costs, maintenance costs and management fees (where such fees are applicable).

“LandCo Loan Documents” means, collectively, (i) the LandCo Credit Agreement, (ii) the LandCo Guaranty, (iii) the LandCo Collateral Documents, (iv) each LandCo Subordinated Intercompany Note, and (v) [ ].

“LandCo Loan Obligations” means (i) the principal on all loans under the LandCo Credit Agreement, all accrued interest thereon and all other amounts and obligations owing by LandCo under the LandCo Credit Agreement and (ii) all other obligations of the LandCo Loan Parties under the LandCo Loan Documents in respect of the obligations described in preceding clause (i), including guaranties thereof pursuant to the LandCo Guaranty.

“LandCo Loan Parties” means LandCo Holdings, LandCo and each LandCo Subsidiary that is party to the LandCo Guaranty.

“LandCo Pledge Agreement” means, collectively, the Pledge Agreement executed by LandCo Holdings, LandCo and the other LandCo Loan Parties, in the form of Exhibit L-4, together with each other pledge agreement supplement executed and delivered pursuant to the terms of the LandCo Credit Agreement.

“LandCo Security Agreement” means, collectively, the Security Agreement executed by LandCo Holdings, LandCo and the other LandCo Loan Parties, in the form of Exhibit L-3, together with each other security agreement supplement executed and delivered pursuant to the terms of the LandCo Credit Agreement.

“LandCo Subordinated Intercompany Loan” means an intercompany loan made by the Borrower to LandCo, which loan shall (i) evidenced by a LandCo Subordinated Intercompany Note pledged in favor of the Administrative Agent for the benefit of the Secured Parties, (ii) guaranteed by the LandCo Loan Parties (other than LandCo) pursuant to the LandCo Guaranty, (iii) secured by a Lien on the LandCo Collateral pursuant to the LandCo Collateral Documents, (iv) provide that all interest on such loan will be paid in kind, and (v) subordinated in right of payment to the LandCo Loan Obligations in accordance with the LandCo Subordinated Intercompany Note and the “payment waterfall” provisions contained in the LandCo Loan Documents.

“LandCo Subordinated Intercompany Loan Obligations” means (i) the principal on all LandCo Subordinated Intercompany Loans, all accrued interest thereon and all other amounts and obligations owing by LandCo under each LandCo Subordinated Intercompany Note and (ii) all other obligations of the LandCo Loan Parties under the LandCo Loan Documents in respect of the obligations described in preceding clause (i), including guaranties thereof pursuant to the LandCo Guaranty.

“LandCo Subordinated Intercompany Note” means a senior intercompany note issued by LandCo to the Borrower substantially in the form of Exhibit L-1.

“LandCo Subsidiary” means, collectively, LandCo Holdings, LandCo, each of the direct and indirect Subsidiaries of LandCo described on Schedule 1.01G hereto and each other Subsidiary of LandCo Holdings or LandCo created, formed or acquired after the Closing Date.

“LandCo Support Agreement” means the contribution agreement between the Borrower and LandCo in the form of Exhibit M.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Back-Stop Arrangements” has the meaning provided in Section 2.03(a).

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means DBTCA and any other Lender that becomes an L/C Issuer in accordance with Section 2.03(k) or 10.07(j), in each case, in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder[; provided that with respect to the Original Letters of Credit, the Lender designated as the “L/C Issuer” thereof on Schedule 1.01C shall be the L/C Issuer thereof](5).

“L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings.

“Lead Agents” means the Administrative Agent and the Syndication Agent.

“Lender” means each Person from time to time party hereto as a Lender, including any Person that becomes party hereto pursuant to an Assignment and Assumption and, as the context requires, includes each L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.”

(5) To discuss treatment of existing letters of credit issued pursuant to the Original Credit Agreement.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means [any Original Letter of Credit or] any letter of credit issued hereunder. A Letter of Credit may be a commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the relevant L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) $10,000,000 (provided a Defaulting Lender’s Pro Rata Share of the L/C Obligations subject to L/C Back-Stop Arrangements shall not apply to reduce this $10,000,000 sub-limit) and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.

“LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate for eurodollar deposits for a period equal to one, two, three or six months (as selected by the Borrower) appearing on Reuters Screen LIBOR1 Page; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.

“License Revocation” means (a) the revocation of, or failure to renew or suspension of, or the appointment of a receiver, supervisor or similar official with respect to, (i) any casino, gambling or gaming license issued by any Gaming Authority covering any casino or gaming facility of the Borrower or any Restricted Subsidiary or any other casino or gaming facility managed by the Manager in the State of Nevada or (ii) any material liquor, business or other license of the Borrower, any Restricted Subsidiary or the Manager in connection with the operation of any Hotel/Casino Facility as a hotel and casino with a non-restricted gaming license (the suspension, failure to renew or revocation of which, in the case of the foregoing clause (ii), would have Material Adverse Effect), (b) any action by the applicable regulatory agency(ies) a revocation or suspension described in the foregoing clause (a) shall be commenced which, if adversely determined, would result in such loss or suspension or (c) the Manager’s loss, revocation or suspension of its casino, gambling or gaming license in any other jurisdiction or with respect to any other property as a result of the misconduct or other “bad acts” of the Manager or its principals or Affiliates.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Liquor Authorities” means, in any jurisdiction in which the Borrower or any of its Subsidiaries sells and distributes liquor, the applicable alcoholic beverage commission or other Governmental Authority responsible for interpreting, administering and enforcing the Liquor Laws.

“Liquor Laws” means the laws, rules, regulations and orders applicable to or involving the sale and distribution of liquor by the Borrower or any of its Subsidiaries in any jurisdiction, as in effect from time to time, including the policies, interpretations and administration thereof by the applicable Liquor Authorities.

“Loan” means an extension of credit by a Lender to the Borrower under Article 2 in the form of a Term Loan, Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) each Letter of Credit Application, (vi) the Intercompany Note, (vii) [the Fee Letter] and (viii) Management Fee Subordination Agreement.

“Loan Parties” means, collectively, the Borrower, each Subsidiary Guarantor and Holdings.

“Majority Revolving Lenders” means those Revolving Credit Lenders (other than Defaulting Lenders) which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations with respect to the Term Loans were repaid in full.

“Majority Term Lenders” means those Term Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Revolving Obligations were paid or repaid in full and all Revolving Credit Commitments and Letters of Credit were terminated.

“Manager” means Xxxxxxxx Gaming Management Co., a [ ] corporation.

“Management Agreement” means that certain Management Agreement, dated as of [ ], 2010, among the Borrower and the Manager.

“Management Fee Subordination Agreement” means [ ].

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means any change, occurrence, event, circumstance or development that has had or could reasonably be expected to have a material adverse effect on (a) the business, property, condition (financial or otherwise), operation or performance of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) on the ability of the Borrower or the Loan Parties (taken as a whole) to perform their respective payment obligations under the Loan Documents or (c) the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and other Secured Parties.

“Material Contracts” means each of the Management Agreement, the Tax Sharing Agreement, each LandCo Loan Document to which the Borrower or any of its Restricted Subsidiaries is a party, each agreement evidencing Indebtedness in an amount equal to or greater than the Threshold Amount and each other contract set forth on Schedule 1.01E, in each case as in effect on the date hereof or as amended, restated, supplemented or otherwise modified in accordance with the provisions of the Loan Documents.

“Maturity Date” means the date occurring on the fifth anniversary of the Closing Date, as such date may be extended pursuant to Section 2.14.

“Maximum Rate” has the meaning specified in Section 10.10.

“Moody’s” means Xxxxx’x Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties substantially in the form of Exhibit H (with such changes as may be customary to account for local Law matters), and any other mortgages executed and delivered pursuant to Section 6.11.

“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

“Mortgaged Properties” has the meaning specified in paragraph (f) of the definition of “Collateral and Guarantee Requirement.”

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Native American Contracts” means contracts between the Borrower or any of its Restricted Subsidiaries and Native American tribes, bands or other forms of government, or their agencies and instrumentalities, related to the development, construction, management or operation of gaming, lodging and other related businesses.

“Native American Subsidiary”(6) means (a) as of the Closing Date, those Subsidiaries of the Borrower which are designated as such on Schedule 1.01D and (b) each additional Subsidiary of the Borrower which is hereafter designated as such from time to time by written notice to the Administrative Agent in a manner consistent with the provisions of Section 6.14(b); provided that no such Subsidiary shall be so designated (i) unless at all times such Subsidiary is engaging exclusively in the business of managing, constructing, developing, servicing, and otherwise supporting gaming, lodging and other related businesses under the auspices of a Native American tribe, band or other forms of government, (ii) unless at all times it does not own any interest in any Core Property or any Equity Interests in any Person that is not itself a Native American Subsidiary or (iii) when any Default has occurred and is continuing.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by the Borrower or any Restricted Subsidiary or any Casualty Event, the remainder, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect

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RESTRUCTURING SUPPORT AGREEMENT