Exhibit 10.35


 


THIRD
AMENDMENT TO OPERATING AGREEMENT


 


GREEN VALLEY RANCH GAMING, LLC


THIS
THIRD AMENDMENT TO OPERATING AGREEMENT (this “Third Amendment”) is dated as of December 17, 2004
(the “Effective Date”),
among GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company (the “Company”), GCR GAMING, LLC, a Nevada
limited liability company (“GCR”),
GV RANCH STATION, INC., a Nevada corporation (“Station”), and a wholly-owned subsidiary of STATION
CASINOS, INC., a Nevada Corporation (“Parent”)
and Station in its capacity as Manager. 
GCR GAMING GUARANTOR, LLC, a Nevada limited liability company (“GCR Guarantor”) and Parent have
executed and joined this Third Amendment for the purposes set forth below.


RECITALS:


                                                WHEREAS, the
Company, GCR and Station executed the Operating Agreement, dated as of March 10,
2000 (the “Original Operating Agreement”),
as amended by the First Amendment to Operating Agreement, dated September 17,
2001 (the “First Amendment”),
and the Second Amendment to Operating Agreement, dated December 19, 2003
(the “Second Amendment” and
together with the First Amendment and the Original Operating Agreement, the “Operating Agreement”), with respect to
the Company.  (Any term used in this
Third Amendment with its initial letter capitalized and not otherwise defined
herein shall have the meaning described to it in the Operating Agreement.)


                                                WHEREAS, the
Members desire to amend the financing for the Project.


                                                WHEREAS,
Company, GCR, Station, Parent and GCR Guarantor desire to release and terminate
the Guaranties of GCR Guarantor and Parent.


                                                NOW, THEREFORE,
in consideration of the foregoing, and other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


AGREEMENT


1.                                       Defined Terms.


(a)                                  “Additional
Expansion Project” means additional construction at the Project,
generally consisting of additional hotel rooms and a casino floor expansion, if
and as approved by the Members.


(b)                                 “Expansion
Financing” means third-party debt financing for the construction
of the Expansion Project and Additional Expansion Project and to refinance the
Construction Financing.


(c)                                  “Master
Development Plan” means the Master Development Plan as defined
in the Operating Agreement and specifically shall include the Expansion Design
Plan, the Expansion Construction Plan, and the Expansion Project Budget, and,
if the Additional 


 


 





















 


Expansion Project is approved by the Members, similar
design plans, construction budgets and project budgets for the Additional
Expansion Project (as any and all of the foregoing may be amended from time to
time in accordance with the Operating Agreement and all as approved by the
Executive Committee).


(d)                                 “Operating
Costs” as defined in the Operating Agreement also specifically
shall include the Expansion Project Budget and, if the Additional Expansion
Project is approved by the Members, the 
project budget for such Additional Expansion Project, each to the extent
applicable.


(e)                                  “Project”
means the Project as originally defined in the Operating Agreement and
expressly including the Expansion Project and, if approved and constructed, the
Additional Expansion Project.


2.                                       Additional Expansion
Project.  Except as set forth in this Section 2, the provisions of Section 2
of the Second Amendment shall apply to the Additional Expansion Project as if
the terms therein were for the Additional Expansion Project (with appropriate
amendments to the defined terms to be applicable to the Additional Expansion
Project), if the Additional Expansion Project is approved by the Members.  However, Section 2(D) of
the Second Amendment shall not apply and in lieu thereof the following shall
apply to change orders for the Additional Expansion Project:


At the time of approving the
budget for the Additional Expansion Project, the Executive Committee also shall
establish the parameters for which the Manager may make change orders without
the approval of the Executive Committee.


3.                                       Additional Requirements
for Executive Committee Approval. 
Notwithstanding anything in the Operating Agreement to the contrary, or
any provisions of the Expansion Financing or Permanent Financing permitting the
same, the approval of the Executive Committee shall be required before (i) the
Company acquires any portion of the loans (whether revolving or term) under the
Expansion Financing or any Permanent Financing, whether by assignment,
purchase, participation or otherwise, (ii) engages in any Acquisition (as
defined in the Expansion Financing), or (iii) extends the maturity of the
revolver facility (as permitted in the Expansion Financing).


4.                                       Guaranties. 
Company, GCR, Station, Parent and GCR Guarantor hereby agree that the
Station Guaranty and GCR Guaranty are hereby terminated and Parent and GCR
Guarantor are hereby released from any further liability or obligation
thereunder.  Further, Company, Station
and GCR hereby agree that the Operating Agreement is hereby amended to delete
any reference to, or requirement for, the Station Guaranty and GCR Guaranty.


5.                                       Representations. GCR, Station, GCR Guarantor and Parent
each severally represents and warrants that:


(a)                                  It has full corporate or limited
liability company power and authority to enter into and perform this Third
Amendment.


 


 





















(b)                                 The execution, delivery and performance
of this Third Amendment has been duly authorized by all necessary corporate or
limited liability company action by such party and, if necessary, its
equityholders.


(c)                                  This Third Amendment has been duly
executed and delivered by a duly authorized officer or other representative of
such party and constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its respective terms (except as
enforceability may be limited by applicable bankruptcy, insolvency or other
similar laws affecting creditor’s rights generally, and except that the
availability of equitable remedies is subject to judicial discretion).


(d)                                 No consent, approval, order, license,
authorization or validation of, or filing, recording or registration with, or
exemption of or by any person or entity is required in connection with the
execution, delivery and performance of this Third Amendment by such party.


(e)                                  Neither the execution, delivery or
performance by such party of this Third Amendment, nor compliance by such party
with the terms and provisions hereof will: 
(i) contravene any applicable provision of any law, statute, rule or
regulation or any order, writ, injunction or decree of any court or
governmental instrumentality, or (ii) conflict with or be inconsistent
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any security interest or
other lien upon any of the property or assets of such party pursuant to the
terms of any indenture, mortgage, deed of trust or other instrument to which
such party is a party or by which such party or any of its property or assets
is bound or may be subject.


6.                                       Miscellaneous.


(a)                                  Except as modified by this Third
Amendment, the Operating Agreement is ratified in all respects.  In the event of a conflict between the
Operating Agreement and this Third Amendment, the terms of this Third Amendment
shall control.


(b)                                 This Third Amendment may be executed in
multiple counterparts, each of which shall be deemed an original.


(c)                                  This Third Amendment may not be amended
or modified except pursuant to Article VII of
the Operating Agreement.


(d)                                 Any “Section” or “Article” referenced in
this Third Amendment shall refer to the Operating Agreement unless otherwise
specifically stated.


 


[Signatures
on following pages]


 


 





















IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment to
Operating Agreement as of the date and year first set forth above.


	
   

  	
  GREEN VALLEY RANCH GAMING, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
  By: 

  	
  GV RANCH STATION, INC., a Nevada

  
	
   

  	
   

  	
  corporation, Its Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Glenn C. Christenson

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
  GCR GAMING, LLC, a Nevada limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian Greenspun

  	
   

  
	
   

  	
  Name:

  	
  Brian Greenspun

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  GV RANCH STATION, INC., a Nevada 

  
	
   

  	
  corporation 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn C. Christenson

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  



The
undersigned are executing and joining in this Third Amendment to evidence their
agreement to the provisions set forth in Sections 4 and 5 above.


	
   

  	
  GCR GAMING GUARANTOR, LLC, a

  
	
   

  	
  Nevada limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Brian Greenspun

  	
   

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  
	
   

  	
  STATION CASINOS, INC., a Nevada

  
	
   

  	
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glenn C. Christenson

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President, 

  Chief Financial Officer and 

  Chief Administrative Officer