Exhibit 4.15


 


AMENDED AND RESTATED COMPLETION GUARANTY


This
Amended and Restated Completion Guaranty (“Completion Guaranty”) is made as of December
17, 2004 by Station Casinos, Inc., a Nevada corporation (“Station”), GCR
Gaming, LLC, a Nevada limited liability company (“GCR Gaming”), and GV Ranch
Station, Inc., a Nevada corporation (“GV Ranch Station”), jointly and severally
in favor of Bank of America, N.A., as Administrative Agent (“Administrative
Agent”) for the benefit of the Lenders under the Second Amended and Restated Loan
Agreement described below.  Station, GCR
Gaming and GV Ranch Station are each referred to herein as a “Completion
Guarantor” and collectively, as “Completion Guarantors”.  Capitalized terms used but not defined herein
shall have the meanings defined for those terms in the Loan Agreement described
below.


RECITALS


A.            Completion Guarantors previously
executed a Completion Guaranty dated December 22, 2003 in favor of
Administrative Agent (the “Existing Completion Guaranty”)


B.            Green Valley Ranch Gaming, LLC, a
Nevada limited liability company (“Borrower”) entered into a Second Amended and
Restated Loan Agreement (as amended, supplemented or otherwise modified from
time to time, the “Loan Agreement”) of even date herewith among Borrower, the
lenders from time to time parties thereto (each a “Lender” and collectively,
the “Lenders”), and Administrative Agent, wherein the Lenders have agreed to
extend certain credit facilities to Borrower.


C.            This Completion Guaranty amends and
restates the Existing Completion Guaranty in its entirety.


AGREEMENT


NOW,
THEREFORE, in order to induce the Lenders to extend credit facilities to
Borrower under the Loan Agreement, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged,
Completion Guarantors hereby jointly and severally agree as follows:


1.             Completion Guaranty and
Agreement.


Completion
Guarantors hereby, jointly and severally, irrevocably and unconditionally
guarantee that the Completion Guarantors shall complete or cause to be completed
in accordance with Section 4.2 the construction of the Phase II Project
in material conformity with the Construction Plans (in each case as the same
exist as of the Closing Date and with such changes thereto as are permitted by
the Loan Agreement), free and clear of material defects and Liens or claims for
Liens for material supplied or labor or services performed in connection
therewith, except for Permitted Encumbrances and Permitted Rights of
Others and Liens permitted under Section 6.8 of the Loan Agreement (i.e., the Phase II Project is “Physically
Complete”) and the opening of the Phase II Project for business to
accommodate patrons and hotel guests (i.e.,
the Phase II Project is “Legally Open”), in each case in accordance with the  Construction Budget and the Construction
Timetable (as in effect on the date hereof and with such changes thereto as are
permitted pursuant to the terms of the Loan Agreement).


Without
limitation on the foregoing:


(a)           if as of any date the total cost of
construction, design, and development of the Phase II Project (and of all
other costs contemplated by the Construction Budget) theretofore expended
exceeds $125,000,000 (the “Budgeted Cost”), Completion Guarantors shall 


 


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each make (or cause to be made), within five Business
Days following demand by the Administrative Agent, Cash Equity Contributions (as
defined below) to Borrower in an aggregate amount which is equal to the greater
of (i) the Estimated Completion Amount, or (ii) unless the Phase II
Project is then Physically Complete, the amount of such excess.  As used herein, the “Estimated Completion
Amount” is the amount (as determined by the Administrative Agent in its
sole discretion after consultation with CSG) equal to the sum of (y) the
amount by which the actual completion cost (or theretofore expended amounts)
for each line item in the Construction Budget has been exceeded (net of any
savings on any completed line items), plus, without duplication,
(z) to the extent that Loans are not then available under the Loan
Agreement, the remaining unexpended amount of the Construction Budget; and


(b)           the Completion Guarantors agree that
to the extent that the Borrower lacks sufficient cash resources to pay the same
when due, they shall immediately pay in cash all costs of construction, design,
and development of the Phase II Project which are in excess of the
Budgeted Cost.


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


2.             Payment Provisions in the Event
of Bankruptcy.


In
the event, prior to the Completion Guaranty Termination Date, that Borrower
becomes insolvent or subject to an Insolvency Proceeding as defined below,
notwithstanding Section 1, Completion Guarantors jointly and severally
guarantee and agree that:


(a)           To the extent that the Estimated
Completion Amount exceeds the Budgeted Cost, the Completion Guarantors shall
upon demand by the Administrative Agent make or cause to be made Cash payments
in the amount of such excess into an interest-bearing deposit account
established by the Administrative Agent in its own name at Bank of America (the
“Deposit Account”) in which the Administrative Agent is hereby granted a
security interest for the benefit of the Lenders.  The Deposit Account is intended to be a “deposit
account” for the purposes of Nevada Revised Statutes (“NRS”) 40.430.4(g).  Such funds in the Deposit Account shall only
be available for, and used to complete, construction of the Phase II Project.


(b)           If the Completion Date does not occur
on or before March 31, 2005, Completion Guarantors shall immediately make
or cause to be made a Cash payment into the Deposit Account in the amount
required under Section 1.  Such
funds shall be held in the Deposit Account as additional collateral for the
Obligations under the Loan Agreement; provided that, if requested by
Borrower, such funds shall be applied, with the approval of the Requisite
Lenders (which shall not be unreasonably withheld) to payment of such other
obligations of Borrower incurred in the ordinary course for the acquisition of
goods or services which have enhanced or maintained the value of the Collateral
covered by the Collateral Documents.


(c)           The Cash payments into the Deposit
Account and the funds therein shall be free and clear of any third party claims
thereto, including any claims by Borrower as a third party beneficiary under
this Completion Guaranty.  The  Completion Guarantors and the Administrative
Agent on behalf of the Lenders specifically agree that Borrower is not an
intended 


 


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third party beneficiary to this Completion Guaranty
and that Borrower has no rights under this Completion Guaranty.


(d)           If, notwithstanding Section 2(a)
or 2(b) above, Borrower asserts in an Insolvency Proceeding that it holds
the right under this Completion Guaranty to have Cash Equity Contributions made
to it directly or that funds in the Deposit Account deposited pursuant to
Section 2(a) shall or may be used for any purposes other than completion
of the Phase II Project or that funds in the Deposit Account deposited pursuant
to Section 2(b) are not collateral solely for the Obligations under the
Loan Agreement, then Completion Guarantors shall contest such assertion in
such Insolvency Proceeding to the best of their respective ability.


(e)           The term “Insolvency Proceeding”
means any case or proceeding, voluntary or involuntary, under the Bankruptcy
Code, any Debtor Relief Law or any similar existing or future law of any
jurisdiction, state or federal, relating to bankruptcy, insolvency
reorganization or relief of debtors.


3.             Performance of Completion Guaranty.  In fulfilling the obligations hereunder,
Completion Guarantors hereby, jointly and severally, irrevocably and
unconditionally guarantee, promise and agree in accordance with Section 4.2
to cause Borrower to perform and comply with all provisions and conditions of
the Loan Agreement relating to (a) the construction of the Phase II Project
and the Phase II Project becoming Legally Open within the time and in the
manner set forth in Construction Plans and the Construction Timetable,
(b) the payment of all costs and expenses thereof, (c) the payment,
satisfaction or discharge of all Liens (other than Permitted Encumbrances and
Permitted Rights of Others and Liens under Section 6.8 of the Loan
Agreement) that are or may be imposed upon or asserted against Borrower, the Phase II
Project or the Phase II Project Property in connection with the
construction of the Phase II Project, and (d) the defense and
indemnification of the Administrative Agent and the Lenders against all such
Liens (other then Permitted Encumbrances and Permitted Rights of Others and
Liens under Section 6.8 of the Loan Agreement), whether arising from the
furnishing of labor, materials, supplies or equipment, from taxes, assessments,
fees or other charges, from injuries or damage to Persons or property, or
otherwise in connection with the construction of the Phase II Project.  Without limiting the generality of the
foregoing, Completion Guarantors jointly and severally agree (w) to cause
any and all costs of constructing and completing the Phase II Project and
causing the Phase II Project to become Legally Open, including, without
limitation, the costs of all labor, materials, supplies and equipment related
thereto, to be paid and satisfied as the same shall become due, subject to
Completion Guarantors’ right to remove any Liens arising therefrom by securing
bond(s) therefor, (x) to cause the net amount of cost overruns to be
directly or indirectly funded, paid and satisfied from Completion Guarantors’
own resources, (y) directly or indirectly to cause the completion of the Phase II
Project in a timely, good, workmanlike and Lien-free manner (except for
Permitted Encumbrances and Permitted Rights of Others and Liens under
Section 6.8 of the Loan Agreement), in accordance in all material respects
with the terms of the Construction Plans, the Construction Budget and the Construction
Timetable and (z) to cause all pre-operating and carrying costs of the Phase II
Project, including, without limitation the payment of taxes, assessments,
utilities, insurance and maintenance expenses, to be funded, paid and satisfied
as the same shall become due throughout the term of this Completion Guaranty.


4.             Procedures for Completion.


4.1           In the event that Borrower fails to
perform all of its Obligations under the Loan Agreement relating to
construction of the Phase II Project and causing the Phase II Project
to be Legally Open, then in any such event or at any time thereafter, the
Administrative Agent may give written notice to Completion Guarantors of the
occurrence of such event.


 


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4.2           Within
ten days after the date on which the Administrative Agent gives any such notice
to Completion Guarantor, if and to the extent that Borrower continues to fail
to perform its Obligations under the Loan Agreement relating to the construction
of the Phase II Project (the “Construction Obligations”) or causing the Phase II
Project to be Legally Open, Completion Guarantors shall:


(a)           commence to complete the construction
of the Phase II Project and do all things reasonably required to cause the
Phase II Project to promptly be Legally Open at their sole cost;


(b)           diligently prosecute the construction
of the Phase II Project to completion within the time and in the manner
specified in the Construction Timetable, free of Liens (other  than
Permitted Encumbrances and Permitted Rights of Others and Liens under Section
6.8 of the Loan Agreement) and fully paid for and diligently prosecute causing
the Phase II Project to be Legally Open; and


(c)           defend, indemnify and hold the
Administrative Agent and/or the Lenders harmless from all losses, costs,
liabilities and expenses, including reasonable attorneys’ fees, incurred in
connection with such completion and the Phase II Project becoming Legally Open,
in each case other than arising as a result of the gross negligence or willful
misconduct of the Administrative Agent or a Lender.


If
and to the extent that, at any time following the giving such notice, the
Completion Guarantors remedy the failures of Borrower to comply with the
Construction Obligations or to cause the Phase II Project to be Legally
Open in a manner which is acceptable to the Administrative Agent in the
exercise of its discretion (including without limitation the funding of any
construction over-runs from other sources), and provided that no Default or
Event of Default then exists (other than (i) Defaults or Events of Default
which arise solely from the failure of Borrower to timely construct the Phase II
Project or to construct it in accordance with the Approved Plans and Approved
Budget and which, in the determination of the Administrative Agent, have been
cured to the extent which is commercially practicable, (ii) Events of
Default arising solely from the failure of Borrower to comply with any
financial covenant set forth in the Loan Agreement for any past compliance
period, provided that Borrower is in compliance with such financial
covenant and with all other financial covenants set forth in the Loan Agreement
for the then current compliance period, or (iii) other Defaults or Events
of Default to the extent that the circumstances giving rise thereto have been
cured or otherwise addressed to the satisfaction of the Administrative Agent in
its sole and unfettered discretion), then, subject to the terms and conditions
of the Loan Agreement, the Administrative Agent and the Lenders shall continue
to make Loans and Letters of Credit available to the Borrower for the
completion of the Phase II Project.


4.3           If
Completion Guarantors fail to commence to complete the construction of the Phase II
Project or diligently to prosecute such construction to timely completion as
provided in Section 4.2 above, then the right of the Administrative Agent
to recover under Section 5 shall not be affected or diminished by its
exercise of the rights and remedies that may be available to the Administrative
Agent under the Loan Agreement and the other Loan Documents, at law or in
equity, including:


(a)           Administrative Agent may, at the
Administrative Agent’s option, enter the Phase II Project Property to
complete construction of the Phase II Project (either itself or through any
agent, contractor or subcontractor of its selection), which option of the
Administrative Agent shall be exercisable whether or not the Administrative
Agent elects to proceed judicially or non-judicially to foreclose on all
or any portion of the Collateral.


 


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(b)           The Administrative Agent, at its
option and in accordance with the Loan Agreement and the other Loan Documents,
shall have the right, but shall have no obligation, to proceed judicially or
non-judicially to foreclose on all or any portion of the Collateral,
exercisable whether or not the Administrative Agent elects to undertake to
complete the construction of the Phase II Project.


(c)           If the Administrative Agent elects to
undertake to complete the construction of the Phase II Project, and
whether or not the Administrative Agent elects to proceed judicially or
non-judicially to foreclose on all or any portion of the Collateral, the
Administrative Agent shall have the right to recover damages from Completion
Guarantors in an amount equal to the sum of:


(i)            The costs reasonably incurred or
reasonably estimated to be incurred by the Administrative Agent to complete the
construction of the Phase II Project, provided that with respect to
damages recovered for costs estimated to be incurred by the Administrative
Agent, such funds shall be used for no purpose other than the construction of
the Phase II Project (the “Cost to Complete”) and provided  further
that should the total actual costs incurred by the Administrative Agent to
complete the construction of the Phase II Project be less than the Cost to
Complete, the amount by which the Cost to Complete recovered by the
Administrative Agent exceeds such actual construction costs shall be remitted
to Completion Guarantors; plus


(ii)           All unreimbursed costs and expenses,
including attorneys’ fees, reasonably incurred by the Administrative Agent in
protecting and preserving the Phase II Project and enforcing or defending
the interests of the Lenders under this Completion Guaranty (the “Unreimbursed
Expenses”).


(d)           In any action or proceeding by the
Administrative Agent to recover damages from Completion Guarantors, the
Administrative Agent may exercise any and all remedies available under
applicable Law.


4.4           The
parties recognize that the choice of remedies by the Administrative Agent will
necessarily and properly be a matter of business judgment, which the passage of
time and events may or may not prove to have been the best choice to maximize
recovery by the Administrative Agent at the lowest cost to either the Borrower
or the Completion Guarantors.  In
recognition of the foregoing, to the fullest extent permitted by Law, each
Completion Guarantor agrees that it shall not assert, and each Completion
Guarantor hereby waives, any and all claims against the Administrative Agent,
the Lenders and the other Creditors that any exercise of remedies or any
election of remedies thereby has resulted (a) in actual or  general damages to the Borrower, the
Completion Guarantors or any Party as a result of the simple negligence of the
Administrative Agent, the Lenders or any Creditor, or (b) in special,
indirect, consequential, exemplary or punitive damages (as opposed to actual or
general damages) except to the extent arising out any such action taken thereby
in bad faith or constituting willful misconduct or gross negligence on the part
of the Administrative Agent, the Lenders or any Creditor.  In any event, any claim of the Completion
Guarantors, or either of them alleging damages to the Borrower, the Completion
Guarantors or any other Person, shall not be asserted as a defense to payment
under this Completion Guaranty or as a set-off or basis for any claim of
failure to mitigate damages in any action or proceeding arising from this
Completion Guaranty, but shall instead be asserted in a separate action or
actions against the Administrative Agent or other relevant party.


5.             Commencement
of Lawsuit by Administrative Agent; Measure of Damages.  At any time after the occurrence of an Event
of Default under this Completion Guaranty, Administrative Agent, on 


 


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behalf of the Lenders, may commence a lawsuit
against Completion Guarantors or either of them to compel Completion Guarantors
or either of them to perform their respective obligations under this Completion
Guaranty and/or to recover damages under this Completion Guaranty.  The Lenders’ damages under this Completion
Guaranty shall include, without duplication: (a) the costs of completing
the Phase II Project and/or correcting any construction defects,
(b) damages arising from any delay in completing the Phase II Project,
including interest, taxes and insurance premiums, and (c) the Unreimbursed
Expenses.  Administrative Agent need not
perform any work on the Phase II Project before commencing such a lawsuit.  EACH COMPLETION GUARANTOR EXPRESSLY
ACKNOWLEDGES THAT THE MEASURE OF THE LENDERS’ DAMAGES FOR BREACH OF THIS
COMPLETION GUARANTY SHALL BE BASED ON THE COSTS OF COMPLETING THE PHASE II
PROJECT, NOT THE EXTENT TO WHICH COMPLETING THE PHASE II PROJECT WOULD INCREASE
THE VALUE OF THE PHASE II PROJECT PROPERTY.


6.             Relationship to Other Agreements.  Nothing herein shall in any way modify or
limit the effect of terms or conditions set forth in any other document,
instrument or agreement executed by Completion Guarantors or in connection with
obligations guarantied hereby, but each and every term and condition hereof
shall be in addition thereto.  All
provisions contained in the Loan Agreement that apply to Loan Documents
generally are fully applicable to this Completion Guaranty and are incorporated
herein by this reference.


7.             Subordination of Indebtedness of Borrower to
Completion Guarantors.  Each
Completion Guarantor agrees that:


(a)           Any indebtedness of Borrower now or
hereafter owed to Completion Guarantors or either of them hereby is
subordinated to the obligations guarantied hereby.


(b)           If Administrative Agent so requests,
upon the occurrence and during the continuance of any Event of Default, any
such indebtedness of Borrower now or hereafter owed to Completion Guarantors,
or any of them, shall be collected, enforced and received by the applicable
Completion Guarantor as trustee for Lenders and shall be paid over to the
Administrative Agent for the benefit of Lenders in kind on account of the
obligations guarantied hereby, and shall be applied by the Administrative Agent
to construction of the Phase II Project.


(c)           Should Completion Guarantors fail to
collect or enforce any such indebtedness of Borrower now or hereafter owed to
Completion Guarantors or any of them and pay the proceeds thereof to the
Administrative Agent for the benefit of Lenders in accordance with
Section 7(b) hereof, Administrative Agent as Completion Guarantors’
attorney-in-fact may do such acts and sign such documents in the
applicable Completion Guarantor’s name as Administrative Agent considers
necessary or desirable to effect such collection, enforcement and/or payment.


8.             Statutes
of Limitations and Other Laws.  Until
the obligations guarantied hereby shall have been paid and performed in full,
all the rights, privileges, powers and remedies granted to the Administrative
Agent and the Lenders hereunder shall continue to exist and may be exercised by
Administrative Agent for the benefit of the Lenders at any time and from time
to time irrespective of the fact that any of the  obligations guarantied hereby may have become
barred by any statute of limitations.  Completion
Guarantors expressly waive, to the fullest extent permitted by law, the benefit
of any and all statutes of limitation, and any and all Laws providing for
exemption of property from execution or for evaluation and appraisal upon
foreclosure, to the maximum extent permitted by applicable Laws.


 


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9.             Waivers and Consents.  Completion Guarantors acknowledge that the
obligations undertaken herein involve the Completion Guaranty of obligations of
Persons other than Completion Guarantors and, in full recognition of that fact,
consents and agrees, to the fullest extent permitted by law, that the
Administrative Agent and the Lenders may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or
continuing effectiveness hereof: 
(a) supplement, modify, amend, extend, renew, accelerate or
otherwise change the time for payment or the terms of the obligations
guarantied hereby or any part thereof (other than Article 7 of the Loan
Agreement), including any increase or decrease of the rate(s) of interest
thereon; (b) supplement, modify, amend or waive, or enter into or give any
agreement, approval or consent with respect to, the obligations guarantied
hereby or any part thereof, or any of the Loan Documents to which Completion
Guarantors are not a party or any additional security or guaranties, or any
condition, covenant, default, remedy, right, representation or term thereof or
thereunder; (c) accept new or additional instruments, documents or
agreements in exchange for or relative to any of the Loan Documents or the
obligations guarantied hereby or any part thereof; (d) accept partial
payments on the obligations guarantied hereby; (e) receive and hold
additional security or guaranties for the obligations guarantied hereby or any
part thereof; (f) release, reconvey, terminate, waive, abandon, fail to
perfect, subordinate, exchange, substitute, transfer and/or enforce any
security, and apply any security and direct the order or manner of sale thereof
as Administrative Agent and the Lenders in their sole and absolute discretion
may determine; (g) release any Person from any personal liability with
respect to the obligations guarantied hereby or any part thereof; (h) settle,
release on terms satisfactory to Lenders or by operation of applicable Laws or
otherwise liquidate or enforce any obligations guarantied hereby and any
security therefor in any manner, (i) consent to the transfer of any security
and bid and purchase at any sale; and/or (j) consent to the merger, change
or any other restructuring or termination of the existence of Borrower, any
Member thereof, any Completion Guarantor or any other Person, and
correspondingly restructure the obligations guarantied hereby, and any such
merger, change, restructuring or termination shall not affect the liability of
Completion Guarantors or the continuing effectiveness hereof, or the
enforceability hereof with respect to all or any part of the obligations
guarantied hereby.


Upon the occurrence and
during the continuance of any Event of Default, the Administrative Agent, for
the benefit of the Lenders, may enforce this Completion Guaranty independently
as to each Completion Guarantor and independently of any other remedy or
security Lenders at any time may have or hold in connection with the  obligations guarantied hereby.  Each Completion Guarantor expressly waives
any right to require Administrative Agent or the Lenders to marshal assets in
favor of Borrower or any other Person, and agrees that Lenders may proceed
against Borrower or any other Person, or upon or against any security or
remedy, before proceeding to enforce this 
Completion Guaranty, in such order as they shall determine their sole
and absolute discretion.  Administrative
Agent, for the benefit of Lenders, may file a separate action or actions
against Borrower or any one or more Completion Guarantors without respect to
whether action is brought or prosecuted with respect to any security or against
any other Person, or whether any other Person is joined in any such action or
actions.  Each Completion Guarantor
agrees that Lenders and Borrower and any Affiliates of Borrower may deal with
each other in connection with the obligations guarantied hereby or otherwise,
or alter any contracts or agreements now or hereafter existing between any of
them, in any manner whatsoever, all without in any way altering or affecting
the security of this Completion Guaranty. 
The rights of Administrative Agent and 
Lenders created or granted herein and the enforceability of this
Completion Guaranty with respect to Completion Guarantors at all times shall
remain effective to guaranty the performance, and/or payment in full, of each
of the obligations guarantied hereby 
even though such obligations, or any part thereof, or any security or
guaranty therefor, may be or hereafter may become invalid or otherwise
unenforceable as against Borrower or any other Completion Guarantor or surety
and whether or not Borrower shall have any personal liability with respect
thereto.  Each Completion Guarantor
expressly waives, to the fullest extent permitted by law, any and all defenses
now or hereafter arising or asserted by reason of (a) any disability or
other defense of Borrower respect to the 


 


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obligations guaranteed hereby, (b) the
unenforceability or invalidity of any security or guaranty for the obligations
guarantied hereby or the lack of perfection or continuing perfection or failure
of priority of any security for the obligations guarantied hereby, (c) the
cessation for any cause whatsoever of the liability of Borrower (other than by
reason of the full payment and performance of all  obligations guarantied hereby), (d) any
failure of Administrative Agent or the Lenders to marshal assets in favor of
Borrower or any other Person, (e) except as otherwise provided in this
Completion Guaranty, any failure of Administrative Agent or the Lenders to give
notice of sale or other disposition of Collateral to Completion Guarantors or
any other Person or any defect in any notice that may be given in connection
with any sale or disposition of Collateral, (f) any failure of
Administrative Agent or the Lender to comply with applicable Laws in connection
with the sale or other disposition of any Collateral or other security for any
obligations guarantied, including without limitation, any failure
Administrative Agent or Lenders to conduct a commercially reasonable sale or
other disposition of any Collateral or other security for any obligations
guarantied hereby, (g) any act or omission of Administrative Agent or the
Lenders or others that directly or indirectly results in or aids the discharge
or release of Borrower or the obligations guarantied hereby or any security or
guaranty therefor by operation of law or otherwise, (h) any Law which
provides that the obligation of a surety or Completion Guarantor must neither
be larger in amount nor in other respects more burdensome than that of the
principal or which reduces a surety’s or Completion Guarantor’s obligation in
proportion to the principal obligation, (i) any failure of Administrative
Agent or Lenders to file or enforce a claim in any bankruptcy or other
proceeding with respect to any Person, (j) the election by Administrative
Agent or Lenders, in any bankruptcy proceeding of any Person, of the
application or non-application of Section 1111(b)(2) of the United
States Bankruptcy Code, (k) any extension of credit or the grant of any
Lien under Section 364 of the United States Bankruptcy Code, (l) any
use of cash collateral under Section 363 of the United States Bankruptcy
Code, (m) any agreement or stipulation with respect to the provision of
adequate protection in any bankruptcy proceeding of any Person, (n) the
avoidance of any Lien in favor of Lender for any reason, (o) any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against any Person, including
any discharge of, or bar or stay against collecting, all or any of the
obligations guarantied hereby (or any interest thereon) in or as a result of
any such proceeding, (p) to the extent permitted in paragraph 40.495(4)
of the Nevada Revised Statutes (“NRS”), the benefits of the one-action rule under
NRS Section 40.430, or (q) any action taken by Lender that is
authorized by this Section or any other provision of any Loan
Document.   Each Completion Guarantor
expressly waives all setoffs and counterclaims and all presentments, demands
for payment or performance, notices of nonpayment or nonperformance, protests,
notices of protest, notices of dishonor and all other notices or demands of any
kind or nature whatsoever with respect to the obligations guarantied hereby,
and all notices of acceptance of Completion Guaranty or of the existence,
creation or incurrence of new or additional obligations to be guarantied
hereby.  The Administrative Agent and the
Lenders may approve modifications to the Construction Contracts, Construction
Budget and/or the Construction Timetable, and may change the terms or conditions
of disbursement of the Loan in any manner agreed to by the Borrower.


10.           Condition
of Borrower, its Members and its Subsidiaries.  Each Completion Guarantor represents and
warrants to the Administrative Agent and the Lenders that such Completion
Guarantor has established adequate means of obtaining from Borrower, its
Members and its Subsidiaries, if any, on a continuing basis, financial and
other information pertaining to the businesses, operations and condition
(financial and otherwise) of Borrower, its Members and its Subsidiaries, if any
and their respective Properties, and Completion Guarantors now are and
hereafter will be completely familiar with the businesses, operations and
condition (financial and otherwise) of Borrower, its Members and its
Subsidiaries, if any, and their respective Properties.  Each Completion Guarantor hereby expressly
waives and relinquishes any duty on the part of Administrative Agent or the
Lenders (should any such duty exist) to disclose to Completion Guarantors any
matter, fact or thing related to the businesses, operations or condition
(financial or otherwise) of Borrower, its Members or its Subsidiaries, if any,
or their respective 


 


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Properties, whether now known or hereafter
known by Administrative Agent or any Lender during the life of this Completion
Guaranty.  With respect to any of the
obligations guarantied hereby, neither Administrative Agent nor the Lenders need
inquire into the powers of Borrower, its Members or any of its Subsidiaries or
the officers or employees acting or purporting to act on their behalf, and all
obligations guarantied hereby made or created in good faith reliance upon the
professed exercise of such powers shall be secured hereby.


11.           Liens on Real Property.  In the event that all or any part of the
obligations guarantied hereby at any time are secured by any one or more deeds
of trust or mortgages or other instruments creating or granting Liens on any
interests in real Property, each Completion Guarantor authorizes Administrative
Agent, for the benefit of Lenders, upon the occurrence of and during the
continuance of any Event of Default, at its sole option, without notice (other
than notice of foreclosure or sale, which the Administrative Agent shall
endeavor, but shall not be obligated, to provide to each Completion Guarantor)
or demand and without affecting any obligations guarantied hereby, the
enforceability of this Completion Guaranty, or the validity or enforceability
of any Liens of Administrative Agent or the Lenders on any Collateral, to
foreclose any or all of such deeds of trust or mortgages or other instruments
by judicial or nonjudicial sale.  Each
Completion Guarantor expressly waives any defenses to the enforcement of this
Completion Guaranty or any rights of the Administrative Agent or the Lenders
created or granted hereby or to the recovery by Administrative Agent or the
Lenders against Borrower, Completion Guarantors or any other Person liable
therefor of any deficiency after a judicial or nonjudicial foreclosure or sale
because all or any part of the obligations guarantied hereby are secured by
real Property.  This means, among other
things:  (1) Administrative Agent,
for the benefit of Lenders, may collect from either Completion Guarantor
without first foreclosing on any real or personal Property collateral pledged
by the Borrower; (2) if the Administrative Agent, for the benefit of
Lenders, forecloses on any real Property collateral pledged by the Borrower:  (A) the amount of the obligations
guarantied hereby may be reduced only by the price for which that collateral is
sold at the foreclosure sale, even if the collateral is worth more than the
sale price, (B) the Administrative Agent, for the benefit of Lenders, may
collect from either Completion Guarantor even if the Administrative Agent, by
foreclosing on the real Property collateral, has destroyed any right Completion
Guarantors may have to collect from the Borrower.  This is an unconditional and irrevocable
waiver of any rights and defenses Completion Guarantors may have because all or
any part of the obligations guarantied hereby are secured by real
Property.  Each Completion Guarantor
expressly waives any defenses or benefits that may be derived from California
Code of Civil Procedure §§ 580a, 580b, 580d or 726, or comparable
provisions of the Laws of any other jurisdiction, including, without
limitation, NRS Section 40.430 and judicial decisions relating thereto,
and NRS Sections 40.451, 40.455, 40.457 and 40.459, and all other
suretyship defenses it otherwise might or would have under Nevada Law or other
applicable Law.


12.           Standstill
of Rights of Subrogation. 
Notwithstanding anything to the contrary elsewhere contained herein or
in any other Loan Document to which either Completion Guarantor is a Party, for
as long as the this Agreement remains in effect, each Completion Guarantor
hereby expressly agrees with respect to Borrower and its successors and assigns
(including any surety) and any other Person which is directly or indirectly a
creditor of Borrower or any surety for Borrower, to forbear exercising any and
all rights at Law or in equity to subrogation, to reimbursement, to
exoneration, to contribution, to setoff or to any other rights that could
accrue to a surety against a principal, to a Completion Guarantor against a
maker or obligor, to an accommodation party against the party accommodated, or
to a holder or transferee against a maker, and which either Completion
Guarantor may have or hereafter acquire against Borrower or any other such
Person in connection with or as a result of Completion Guarantor’s execution,
delivery and/or performance of this Completion Guaranty or any other Loan
Document to which either Completion Guarantor is a party.  Each Completion Guarantor agrees, for as long
as this Agreement remains in effect, that it shall not assert any such rights
against Borrower or its successors and assigns or any other Person (including
any surety) which is directly or indirectly a creditor of Borrower or any 


 


9





















 


surety for Borrower, either directly or as an
attempted setoff to any action commenced against that Completion Guarantor by
Borrower (whether as borrower or in any other capacity), Administrative Agent,
any Lender or any other such Person. 
Notwithstanding the foregoing provisions of this Section, it is agreed
that for so long as no Event of Default has been asserted by the Administrative
Agent and the Lenders, and has not thereafter been waived by them in writing,
any of the Parties to this Agreement may exercise and assert any rights which
they have against the other Parties to this Agreement (but not against the
Borrower), but that upon the occurrence and during the continuance of any Event
of Default, they shall cease or stay the exercise or assertion of any such
rights or claims unless the Administrative Agent otherwise consents in writing,
the Obligations are fully repaid, or such Event of Default has been cured or
waived in writing. Each Completion Guarantor hereby acknowledges and agrees
that this forbearance and standstill agreement is intended to benefit Borrower,
Administrative Agent and Lenders and shall not limit or otherwise affect
Completion Guarantors’ liability hereunder, under any other Loan Document to
which either Completion Guarantor is a party, or the enforceability hereof or
thereof.


13.           Understandings With Respect to Waivers and Consents.   Each Completion Guarantor warrants and
agrees that each of the waivers and consents set forth herein are made with
full knowledge of their significance and consequences, with the understanding
that events giving rise to any defense or right waived may diminish, destroy or
otherwise adversely affect rights which such Completion Guarantor otherwise may
have against Borrower, Administrative Agent, any Lender or others, or against
any Collateral, and that, under the circumstances, the waivers and consents
herein given are reasonable and not contrary to public policy or Law.  Each Completion Guarantor acknowledges that
it has either consulted with legal counsel regarding the effect of this
Completion Guaranty and the waivers and consents set forth herein, or has made an
informed decision not to do so.  If this
Completion Guaranty or any of the waivers or consents herein are determined to
be unenforceable under or in violation of applicable Law, this Completion
Guaranty and such waivers and consents shall be effective to the maximum extent
permitted by Law.


14.           Completion Guaranty to be Absolute.  Completion Guarantors expressly agree, to the
fullest extent permitted by law, that until each and every term, covenant and
condition of this Completion Guaranty is fully performed by the Completion
Guarantors, the Completion Guarantors shall not be released by or because of:


(a)           Any act or event which might
otherwise discharge, reduce, limit or modify Completion Guarantors’ obligations
under this Completion Guaranty;


(b)           Any waiver, extension, modification,
forbearance, delay or other act or omission of the Administrative Agent or the
Lenders, or any failure to proceed promptly or otherwise as against Borrower,
Completion Guarantor or any security;


(c)           Any action, omission or circumstance
which might increase the likelihood that Completion Guarantors may be called
upon to perform under this Completion Guaranty or which might affect the rights
or remedies of Completion Guarantors as against Borrower; or


(d)           Any dealings occurring at any time
between Borrower, the Administrative Agent or any Lender, whether relating to
the Loans or otherwise.


Completion Guarantors
hereby expressly waive and surrender any defense to its liability under this
Completion Guaranty based upon any of the foregoing acts, omissions,
agreements, waivers or matters. It is the purpose and intent of this Completion
Guaranty that the obligations of Completion Guarantor under it shall be
absolute and unconditional under any and all circumstances.


 


10





















 


15.           Financial Information.  Station agrees that it shall keep true and
correct financial books and records, using generally accepted accounting
principles consistently applied.  Station
shall provide to the Administrative Agent, for the benefit of  Lenders such financial statements and other
information respecting Station as is required under Section 8.1 of the
Loan Agreement and such other information concerning its affairs and properties
as the Administrative Agent or any Lender may reasonably request.  Any confidential information of Station so
furnished shall be subject to the provisions of Section 12.14 of the Loan
Agreement.


16.           Completion Guarantor’s Representations and Warranties.  Each Completion Guarantor represents and
warrants as to itself that:


(a)           All financial statements and other
financial information furnished or to be furnished to the Administrative Agent
or the Lenders by such Completion Guarantor are or will be true and correct and
do or will fairly represent the financial condition of such Completion
Guarantor as of the dates and for the periods covered thereby;


(b)           All such financial statements were or
will be prepared in accordance with Generally Accepted Accounting Principles,
consistently applied;


(c)           There has been no material adverse
change in such Completion Guarantor’s financial condition since the dates of
the statements most recently furnished to the Administrative Agent for the
benefit of  Lenders prior to the date
hereof; and


(d)           The performance of this Completion
Guaranty will not violate any indenture, credit agreement or other material
agreement to which such Completion Guarantor is a party.


17.           Events of Default. 
The Administrative Agent may declare Completion Guarantors to be in
default under this Completion Guaranty upon the occurrence of any of the
following events (“Events of Default”):


(a)           The Completion Guarantors fail to
perform any of their obligations under this Completion Guaranty within five
Business Days after written demand therefor by the Administrative Agent; or


(b)           Any Completion Guarantor revokes this
Completion Guaranty or disputes the validity hereof or this Completion Guaranty
becomes ineffective for any reason; or


(c)           Any representation or warranty made
or given by any Completion Guarantor in any Loan Document proves to be false or
misleading in any material respect; or


(d)           Any Completion Guarantor becomes
insolvent or the subject of any case or proceeding, voluntary or involuntary,
under the Bankruptcy Code or any similar existing or future law of any
jurisdiction, state or federal, relating to bankruptcy, insolvency,
reorganization or relief of debtors and, in the case of an involuntary case or
proceeding, the same continues undismissed or unstayed for ninety (90)
calendar days provided that if such event may constitute an Event of Default
under Section 10.1(r) of the Loan Agreement, then such event shall not
constitute an Event of Default hereunder unless and until it constitutes an
Event of Default under said Section 10.1(r); or


(e)           Any Completion Guarantor dissolves or
liquidates.


 


11





















 


18.           Authorization; No Violation.  Each Completion Guarantor represents and
warrants as to itself that:


(a)           It is authorized to execute, deliver
and perform under this Completion Guaranty, which is a valid and binding
obligation of such Completion Guarantor enforceable against such Completion
Guarantor in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws, Gaming Laws or equitable principles relating to the
granting of specific performance and other equitable remedies as a matter of
judicial discretion;


(b)           No provision or obligation of
Completion Guarantors contained in this Completion Guaranty violates any
Requirement of Law applicable to Completion Guarantors; and


(c)           No such provision or obligation
conflicts with, or constitutes a breach or default under, any agreement to
which any Completion Guarantor is a party.


19.           Additional and Independent Obligations.  Completion Guarantors’ obligations under this
Completion Guaranty are in addition to its obligations under any other existing
or future guaranties given in connection with the Loan Agreement, and they
shall remain in full force and effect until (a) they are performed in full
or (b) they terminate in accordance with the terms hereof.  Completion Guarantors’ obligations under this
Completion Guaranty are independent of those of Borrower under the other Loan
Documents.  The Administrative Agent may
bring a separate action, or commence a separate reference or arbitration
proceeding against either Completion Guarantor without first proceeding against
Borrower or any other Completion Guarantor, any other person or any security
that the Administrative Agent or the Lenders may hold, and without pursuing any
other remedy.  The rights of the
Administrative Agent and the Lenders under this Completion Guaranty shall not
be exhausted by any action by the Administrative Agent or any Lender until the
earlier of (a) the Completion Guaranty Termination Date, or (b) the
date upon which Obligations under the Loan Agreement have been paid and
performed in full.


20.           No Waiver; Consents; Cumulative Remedies.  Each waiver by the Administrative Agent and
the Lenders must be in writing, and no waiver shall be construed as a
continuing waiver.  No waiver shall be
implied from the Administrative Agent’s or any Lender’s delay in exercising or
failure to exercise any right or remedy against Borrower, either Completion
Guarantor or any security.  Consent by
the Administrative Agent or any Lender to any act or omission by Borrower or
any Completion Guarantor shall not be construed as a consent to any other or
subsequent act or omission, or as a waiver of the requirement for their consent
to be obtained in any future or other instance. 
All remedies of the Administrative Agent and the Lenders against
Borrower and Completion Guarantor are cumulative.


21.           Release;
Termination.  This Completion
Guaranty shall automatically terminate upon the date (the “Completion Guaranty
Termination Date”) upon which both (y) the Phase II Project is
Physically Complete and Legally Open (as described in Section 1) and the
Borrower has given notice (the “Completion Notice”) to the Administrative Agent
of that fact in a writing making reference to this Completion Guaranty and this
Section, and (z) the Completion Guarantors have made any payments required
under this Completion Guaranty which the Administrative Agent has requested
within 10 Business Days following the date of such Completion Notice.  Absent such termination, Completion
Guarantors shall not be released from their respective obligations under this
Completion Guaranty except by a writing signed by the Administrative Agent with
the consent of such percentage of the Lenders as is required under the Loan
Agreement or upon delivery and acceptance by the Administrative Agent and of
the Completion Certificates specified in Section 7.12 of the Loan
Agreement.  Following the Completion
Guaranty Termination Date, the Administrative Agent shall confirm the
termination and release of this Agreement in writing promptly following the
request of any Completion Guarantor.


 


12





















 


22.           Successors and Assigns; Participations.  The terms of this Completion Guaranty shall bind
and benefit the legal representatives, successors and assigns of the
Administrative Agent, the Lenders and the Completion Guarantors; provided,
however, that neither Completion Guarantor may assign this Completion Guaranty,
or assign or delegate any of its rights or obligations under this Completion
Guaranty, without the prior written consent of the Administrative Agent in each
instance.  The Lenders may sell or assign
participations or other interests in the Loans and this Completion Guaranty, in
accordance with Section 12.8 of the Loan Agreement.  Also without notice to or the consent of
Completion Guarantors, the Administrative Agent and the Lenders may disclose
any and all information in their possession concerning Completion Guarantors,
this Completion Guaranty and any security for this Completion Guaranty to any
actual or prospective purchaser of any securities issued or to be issued by
Lenders, and to any actual or prospective purchaser or assignee of any
participation or other interest in the Loan Documents, all in accordance with
Section 12.14 of the Loan Agreement.


23.           Governing Law. 
This Completion Guaranty shall be governed by, and construed in
accordance with, the local Laws of the State of California.


24.           Costs and Expenses. 
If any lawsuit, reference or arbitration is commenced which arises out
of, or which relates to this Completion Guaranty, the prevailing party shall be
entitled to recover from each other party such sums as the court, referee or
arbitrator may adjudge to be reasonable attorneys’ fees (including reasonably
allocated costs for services of in-house counsel) in the action or
proceeding, in addition to costs and expenses otherwise allowed by Law.  In all other situations, including any
Insolvency Proceeding,  Completion Guarantors
jointly and severally agree to pay all of the Administrative Agent’s and the
Lenders’ reasonable costs and expenses, including attorneys’ fees (including
reasonably allocated costs for services of their respective in-house
counsel without duplication) which may be incurred in any effort to collect or
enforce this Completion Guaranty.  From
the time(s) demanded until paid in full, all sums shall bear interest at the
Default Rate.


25.           Integration; Modifications.  This Completion Guaranty (a) integrates
all the terms and conditions mentioned in or incidental to this Completion
Guaranty, (b) supersedes all oral negotiations and prior writings with
respect to its subject matter, and (c) is intended by Completion
Guarantors, the Administrative Agent and the Lenders as the final expression of
the agreement with respect to the terms and conditions set forth in this
Completion Guaranty and as the complete and exclusive statement of the terms
agreed to by Completion Guarantor, the Administrative Agent and the Lenders.  No representation, understanding, promise or
condition shall be enforceable against any party unless it is contained in this
Completion Guaranty.


26.           Waiver
of Right to Trial by Jury.  EACH
PARTY TO THIS COMPLETION GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS COMPLETION GUARANTY, THE
LOAN AGREEMENT AND ANY  OTHER LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND
THAT ANY PARTY TO THIS COMPLETION GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


13





















 


27.           Notices. 
Notices hereunder shall be in writing and shall be delivered in the
manner prescribed for notices in the Loan Agreement.


28.           Miscellaneous. 
The illegality or unenforceability of one or more provisions of this
Completion Guaranty shall not affect any other provision.


[Remainder of this
page intentionally left blank]


 


14





















 


IN
WITNESS WHEREOF, Completion Guarantors have executed this Completion Guaranty
as of the date first written above by their respective duly authorized
officers.


	
   

  	
  “Completion Guarantors”

  
	
   

  	
   

  	
   

  
	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn C. Christenson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
  Address:

  
	
   

  	
  2411 West Sahara Avenue

  
	
   

  	
  Las Vegas, Nevada 89102

  
	
   

  	
  Attn:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
  Telecopier:

  	
  (702) 367-2424

  
	
   

  	
  Telephone:

  	
  (702) 367-2484

  
	
   

  	
   

  	
   

  
	
   

  	
  GCR GAMING, LLC, a Nevada
  limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian L. Greenspun

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian L. Greenspun

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
  Address:

  
	
   

  	
  GCR Gaming, LLC

  
	
   

  	
  c/o Phil Peckman

  
	
   

  	
  901 North Green Valley
  Parkway

  	
   

  
	
   

  	
  Suite 200

  
	
   

  	
  Henderson, Nevada 89014

  
	
   

  	
  Telephone: 

  	
  702 458 8855

  
	
   

  	
  Telecopier: 

  	
  702 259 4146

  
									



 


15





















 


	
   

  	
  GV RANCH STATION,
  INC.  a Nevada corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Glenn C. Christenson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and
  Treasurer

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
  c/o Station Casinos, Inc.

  
	
   

  	
  2411 West Sahara Avenue

  
	
   

  	
  Las Vegas, Nevada  89102

  
	
   

  	
  Attn:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
  Telecopier:

  	
  (702) 367-2424

  
	
   

  	
  Telephone:

  	
  (702) 367-2484

  
							



 


	
  Accepted:

  
	
   

  	
   

  
	
  BANK OF AMERICA, N.A. as

  
	
  Administrative Agent for
  the benefit

  
	
  of the Lenders

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donna Kimbrough

  	
   

  
	
   

  	
  Name:

  	
  Donna Kimbrough

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  
	
  Bank of America, N.A.

  
	
  Mail Code:  TX1-492-14-11

  
	
  Bank of America Plaza

  
	
  901 Main Street

  
	
  Dallas, TX 75202-3714 

  
	
  Attn:

  	
  Donna Kimbrough

  
	
   

  	
  Assistant Vice President

  
	
  Telecopier:

  	
  (214) 290-9436

  
	
  Telephone:

  	
  (214) 209-1569

  
								



 


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