Exhibit 10.1


 


AMENDMENT NO. 2 TO


FORBEARANCE AGREEMENT WITH RESPECT TO

STATION CASINOS, INC.

6% SENIOR NOTES DUE 2012

73/4%
SENIOR NOTES DUE 2016

61/2%
SENIOR SUBORDINATED NOTES DUE 2014

67/8%
SENIOR SUBORDINATED NOTES DUE 2016

AND

65/8%
SENIOR SUBORDINATED NOTES DUE 2018


 


This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT (this “Amendment”)
dated as of May 15, 2009, is entered into by and between Station Casinos, Inc.,
a Nevada corporation (the “Company”), and each holder (“Holder”)
of Notes (as defined in the Forbearance Agreement) signatory hereto.


 


RECITALS


 


WHEREAS,
the Company and each Holder are party to that certain Forbearance Agreement
dated as of March 2, 2009, as amended by that certain Amendment to
Forbearance Agreement dated as of April 14, 2009 (as may be further
amended, modified and supplemented and in effect from time to time, the “Forbearance
Agreement”), pursuant to which each Holder agreed to waive certain events
of default and forbear from exercising certain rights and remedies with respect
to the Specified Events of Default (as defined in the Forbearance Agreement);
and


 


WHEREAS, the Company and each Holder desire to make
certain amendments to the Forbearance Agreement to extend the Forbearance
Period.


 


NOW
THEREFORE, in consideration of the mutual agreements herein contained and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby,
agree as follows:


 


AGREEMENT


 


Section 1.          Definitions.  Capitalized terms (including those used in
the preamble and the recitals above) not otherwise defined herein shall have
the meanings assigned to such terms in the Forbearance Agreement.


 


Section 2.          Amendments
of the Forbearance Agreement. 
Subject to Section 3 hereof, the Forbearance Agreement is
hereby amended as follows:


 


(a)           Section 3
(Forbearance; Direction to Trustee) is hereby amended by deleting the words “May 15,
2009” appearing in the first sentence thereof and replacing them with “May 29,
2009.”


 

















 


Section 3.          Effectiveness.  This Amendment shall only become effective if
and when the Company and Holders shall have executed and delivered a
counterpart to this Amendment.


 


Section 4.          Governing
Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS AMENDMENT, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


Section 5.          Survival
of the Agreement.  Except as expressly
provided by this Amendment, the terms and conditions of the Forbearance
Agreement shall remain in full force and effect.


 


[SIGNATURE PAGE FOLLOWS]


 


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed all as of the date first written above.


 


 


	
   

  	
  STATION CASINOS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief
  Accounting

  Officer & Treasurer

  



 

















 


AGREED AND
ACKNOWLEDGED:


 


 


HOLDERS: