Exhibit 10.2


 


SECOND AMENDMENT
TO FORBEARANCE AGREEMENT


 


This SECOND AMENDMENT TO
FORBEARANCE AGREEMENT (this “Second Amendment”) is entered into as of May 15,
2009, by and among Station Casinos, Inc. (the “Borrower”), certain
subsidiaries of the Borrower party hereto (the “Guarantors” and,
together with the Borrower, the “Loan Parties”), FCP Holdings, Inc.
(“FCP Holding”), Fertitta Partners LLC (“Fertitta Partners”), FCP
Voteco, LLC (“FCP Voteco” and, together with FCP Holding and Fertitta
Partners, the “Holding Companies”, with the Holding Companies and the
Loan Parties collectively referred to as the “Credit Parties”), the
Lenders (as defined below) party hereto, and Deutsche Bank Trust Company
Americas, as administrative agent for the Lenders and the other Secured Parties
(in such capacity, the “Administrative Agent”). Capitalized terms used
but not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Credit Agreement. Certain capitalized terms used herein are
defined in Section 2(e) of the Forbearance Agreement referred to
below (as modified hereby).


 


RECITALS


 


WHEREAS, the Borrower and various financial institutions (the “Lenders”)
are parties to that certain Credit Agreement, dated as of November 7, 2007
(the “Credit Agreement”), pursuant to which, among other things, the
Lenders have agreed, subject to the terms and conditions set forth in the
Credit Agreement, to make certain loans and other financial accommodations to
the Borrower;


 


WHEREAS, the Borrower, the
Guarantors, the Holding Companies and the Administrative Agent are parties to
that certain Forbearance Agreement; Waiver; and First Amendment to the Credit
agreement, dated as of March 2, 2009 (as modified by the First Amendment
(referred to below), the “Forbearance Agreement”);


 


WHEREAS,
the Borrower, the Guarantors, the Holding Companies and the Administrative
Agent are parties to that certain First Amendment to Forbearance Agreement,
dated as of April 14, 2009 (the “First Amendment”);


 


WHEREAS, pursuant to the
Forbearance Agreement, the Lenders agreed, subject to the terms and conditions
set forth therein, to (i) grant a limited waiver with respect to each
Potential Pre-Forbearance Default (as defined therein), (ii) forbear from
exercising their default-related rights, remedies, powers and privileges
against the Borrower and the other Credit Parties solely with respect to the
Potential Specified Defaults (as defined therein) and (iii) amend certain
provisions of the Credit Agreement, in each case as more fully described
therein; and


 


WHEREAS, the Credit Parties
have requested, and the Lenders have agreed, subject to the terms and
conditions of this Second Amendment, to modify the Forbearance Agreement as
provided herein; and


 


NOW, THEREFORE, in consideration of the
foregoing, the terms, covenants and conditions contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


SECTION 1.           Confirmation by the
Borrower of Obligations.  The
Borrower and each other Credit Party acknowledge and agree that as of May 14,
2009, the respective aggregate principal balances of the Loans as of such date
and aggregate face amount of Letters of Credit were as follows (such amounts,
in the aggregate, the “Existing Principal and Letters of Credit”):


 


1

















 


	
  Term Loans:

  	
   

  	
  $

  	
  246,875,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Revolving Credit Loans:

  	
   

  	
  $

  	
  628,236,586.15

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Swing Line Loans:

  	
   

  	
  $

  	
  0

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Letters of Credit:

  	
   

  	
  $

  	
  10,184,203.00

  	
   

  



 


The Borrower and each other Credit Party acknowledge
and agree that as of May 14, 2009, the aggregate amount of accrued and
unpaid interest on the Term Loans, Revolving Credit Loans and Swing Line Loans
is $1,096,336.95 (the “Existing Interest”), the aggregate amount of
accrued and unpaid commitment fees payable pursuant to Section 2.09(a) of
the Credit Agreement is $17,730.67 (the “Existing Commitment Fees”), the
aggregate amount of accrued and unpaid letter of credit fees payable pursuant to
Section 2.03(h) of the Credit Agreement is $34,464.96 (the “Existing
LC Fees”) and the aggregate amount of accrued and unpaid letter of credit
fronting fees payable pursuant to Section 2.03(i) of the Credit
Agreement is $1,500.00 (the “Existing LC Fronting Fees” and, together
with the Existing Principal and Letters of Credit, the Existing Interest, the
Existing Commitment Fees and the Existing LC Fees, the “Outstanding
Indebtedness”).  The foregoing
amounts do not include other fees, expenses and other amounts which are
chargeable or otherwise reimbursable under the Credit Agreement and the other
Loan Documents.  None of the Borrower or
the other Credit Parties has any rights of offset, defenses, claims or
counterclaims with respect to any of the Obligations and each of the Loan
Parties are jointly and severally obligated with respect thereto (and each of
the Holding Companies are jointly and severally obligated with respect
thereto), in each case in accordance with the terms of the applicable Loan
Documents.


 


SECTION 2.  Amendments to the Forbearance Agreement.
 Effective as of the Second Amendment
Effective Date (as defined below), the following provisions of the Forbearance
Agreement shall be modified as set forth below:


 


(a)    The
definition of “Other Credit Party Forbearance Period” appearing in Section 2(e) of
the Forbearance Agreement is amended by (i) deleting the text “May 15,
2009” appearing in clauses (iv) of said definition, and inserting the text
“May 29, 2009” in lieu thereof, and (ii) deleting clause (xii) of
said definition in its entirety and inserting the following new clause (xii) in
lieu thereof:


 


“(xii) any amendment or modification to (other than amendments or
modifications that are not, either individually or in the aggregate, adverse to
the interests of the Lenders), or termination of, that certain Forbearance
Agreement, dated as of March 2, 2009 (as modified by each of the First
Notes Forbearance Amendment and the Second Notes Forbearance Amendment
(referred to below), the “Notes Forbearance Agreement”), that certain
Amendment to Forbearance Agreement, dated as of April 14, 2009 (the “First
Notes Forbearance Amendment”) or that certain Amendment No. 2 to
Forbearance Agreement, dated as of May 15, 2009 (the “Second Notes
Forbearance Amendment”), in each case, among the Borrower and the holders
of Existing Notes party thereto, with respect to all defaults that have arisen
(or may arise prior to May 29, 2009) under the Existing Notes Indentures
(as a result the failure to pay scheduled interest on the Existing Notes when
and as due or otherwise).”.


 


(b)    Section 4(l) of
the Forbearance Agreement is amended by deleting said Section in its
entirety and inserting the following text in lieu thereof:


 


“(l) Payments to Trustee, Agent or
any of the Holders of the Existing Notes. During each Applicable
Forbearance Period, no Credit Party shall make any payment to or for the
benefit of the trustee, agent or any of the holders of the Existing Notes under
any Existing Notes Indentures in the form of a consent fee, waiver fee or
forbearance fee, 


 


2

















 


or otherwise (other than (x) fees and expenses payable to legal
and financial advisors which the Borrower is contractually obligated to
reimburse as of the Second Amendment Effective Date (as defined in the Second
Notes Forbearance Amendment) and (y) trustee and similar fees and expenses
payable to the trustee under each Existing Notes Indenture (in its capacity as
such) in accordance with the terms of the Existing Notes Indentures), without
the express written consent of the Required Lenders.”.


 


(c)    Exhibit B
to the Forbearance Agreement is amended by deleting the text “May 15, 2009”
appearing in clause (v) and clause (vii) of said Exhibit, and
inserting the text “May 29, 2009” in lieu thereof.


 


SECTION 3.                                Representations,
Warranties And Covenants Of The Borrower and The Other Credit Parties.


 


To induce the Lenders and the Administrative
Agent to execute and deliver this Second Amendment, each of the Borrower and
the other Credit Parties represents, warrants and covenants that:


 


(a)    Organization and Powers. Each Credit Party (a) is a
corporation, limited liability company or limited partnership, duly organized
or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or organization, (b) has all requisite
power and authority to (i) own or lease its assets and carry on its
business and (ii) execute and deliver this Second Amendment, and perform
its obligations under this Second Amendment and the Forbearance Agreement (as
modified hereby), (c) is duly qualified and in good standing under the
Laws of each jurisdiction where its ownership, lease or operation of properties
or the conduct of its business requires such qualification, (d) is in
compliance with all Laws, orders, writs, injunctions and orders, and (e) has
all requisite governmental licenses, authorizations, consents and approvals to
operate its business as currently conducted; except in each case referred to in
clause (c), (d) or (e), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.


 


(b)    Authorization of Agreement; No Conflict. The execution and
delivery of this  Second Amendment, and
the performance of this Second  Amendment
and the Forbearance Agreement (as modified hereby), by each Credit Party is
within such Credit Party’s corporate or other powers, has been duly authorized
by all necessary corporate or other organizational action, and does not and
will not (a) contravene the terms of any of such Credit Party’s
Organization Documents, (b) conflict with or result in any breach or
contravention of, or the creation of any Lien under (other than Permitted
Liens), or require any payment to be made under (i) (x) any Existing
Notes Documentation or (y) any other Contractual Obligation to which such
Credit Party is a party or affecting such Credit Party or the properties of
such Credit Party or any of its Subsidiaries or (ii) any material order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Loan Party or its property is subject; or (c) violate any
material Law.


 


(c)    Governmental Consents. No material approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with (a) the execution, delivery or performance by, or
enforcement against, any Credit Party of this Second Amendment or the
Forbearance Agreement (as modified hereby) or (b) the exercise by the
Administrative Agent or any Lender of its rights under this Second Amendment or
the Forbearance Agreement (as modified hereby), except for those approvals,
consents, exemptions, authorizations or other actions, notices and filings
which have been duly obtained, taken, given or made and are in full force and
effect.


 


3

















 


(d)    Binding Obligation. This Second Amendment has been duly
executed and delivered by each Credit Party. 
Each of this Second Amendment and the Forbearance Agreement (as modified
hereby) constitutes a legal, valid and binding obligation of such Credit Party,
enforceable against each such Credit Party in accordance with its terms, except
as such enforceability may be limited by Debtor Relief Laws and by general
principles of equity.


 


(e)    Incorporation of Representations and Warranties and Covenants
from Loan Documents. Except with respect to the Potential Pre-Forbearance
Defaults and the Permitted Exceptions, the representations and warranties
contained in the Credit Agreement and each of the other Loan Documents are and
will be true, correct and complete in all material respects on and as of the
Second Amendment Effective Date to the same extent as though made on and as of
that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date, and each
of the agreements and covenants in the Credit Agreement and the other Loan
Documents is hereby reaffirmed with the same force and effect as if each were
separately stated herein and made as of the date hereof.


 


(f)     Absence of Default. 
As of the Second Amendment Effective Date, (x) after giving effect
to the Second Amendment, no Default or Event of Default has occurred or is
continuing under the Credit Agreement or any other Loan Document (other than a
Potential Specified Default referred to in item (ii) of Exhibit B
to the Forbearance Agreement with respect to the Test Period ended March 31,
2009) and (y) except solely with respect to the Specified Events described
in item (ii) of Exhibit A to the Forbearance Agreement as to
each issue of Existing Notes, no “Default” or “Event of Default” (as those
terms are defined in the Existing Notes Indentures) has occurred or is
continuing in respect of the Existing Notes.


 


(g)    Collateral. The Lenders’ and the Administrative Agent’s
security interests in the Collateral (to the extent required pursuant to the
Collateral and Guaranty Requirement) continue to be valid, binding, and
enforceable first-priority security interests which secure the Obligations
(subject only to the Permitted Liens).


 


(h)    True
and Complete Disclosure. All factual information (taken as a whole)
furnished by or on behalf of any Credit Party in writing to the Administrative
Agent or any Lender for purposes of or in connection with this Second
Amendment, the First Amendment, the Forbearance Agreement (as modified hereby),
the Notes Forbearance Agreement, the First Notes Forbearance Amendment, the
Second Notes Forbearance Amendment or any transaction contemplated herein or
therein is, and all other such factual information (taken as a whole) hereafter
furnished by or on behalf of any Credit Party in writing to the Administrative
Agent or any Lender will be, true and accurate in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any fact necessary to make such information (taken as a
whole) not misleading in any material respect at such time in light of the
circumstances under which such information was provided.


 


SECTION 4.           Ratification of
Liabilities, etc..  (a) Each
of the Borrower and the other Credit Parties hereby ratifies and reaffirms all
of its payment and performance obligations and obligations to indemnify,
contingent or otherwise, under this Second Amendment, the Forbearance Agreement
(as modified hereby) and each other Loan Document to which such Person is a
party, and each such party hereby ratifies and reaffirms its grant of Liens on
its properties pursuant to such Loan Documents to which it is a party as
security for the Obligations, and confirms and agrees that such Liens hereafter
secure all of the Obligations.  Each
Guarantor acknowledges the effectiveness and continuing validity of the
Guaranty and its liability for the Obligations pursuant to the terms of the
Guaranty and that such Obligations are without defense, setoff and counterclaim.


 


4

















 


(b)           Each
Credit Party (i) acknowledges receipt of a copy of this Second Amendment
and all other agreements, documents and instruments executed and/or delivered
in connection herewith, (ii) consents to the terms and conditions of same
without prejudice to any Credit Party’s liability pursuant to any of the Loan
Documents, (iii) agrees and acknowledges that each of the Loan Documents
remains in full force and effect, that such Credit Party’s obligations
thereunder are without defense, setoff and counterclaim and that each of the
Loan Documents is hereby ratified and confirmed, and (iv) ratifies and
reaffirms each waiver of such Credit Party set forth in the Loan Documents to
which it is a party.


 


SECTION 5.           Reference To And Effect
Upon The Credit Agreement. 
(a) Except as expressly modified by the Forbearance Agreement (as
modified by this Second Amendment), all terms, conditions, covenants,
representations and warranties contained in the Credit Agreement and other Loan
Documents, and all rights of the Lenders and the Administrative Agent and all
of the Obligations, shall remain in full force and effect.  Each of the Borrower and the other Credit
Parties hereby confirms that no such party has any right of setoff, recoupment
or other offset with respect to any of the Obligations.


 


(b) Except as expressly set forth
herein, the effectiveness of the Forbearance Agreement (as modified by this
Second Amendment) shall not directly or indirectly (i) create any
obligation to make any further Loans or issue any Letters of Credit after the
Second Amendment Effective Date, (ii) create any obligation to continue to
defer any enforcement action after the occurrence of any Forbearance Default, (iii) constitute
a consent or waiver of any past, present or future violations, including
Defaults and Events of Default, of any provisions of the Credit Agreement or
any other Loan Documents, (iv) amend, modify, prejudice or operate as a
waiver of any provision of the Credit Agreement or any other Loan Documents or
any right, remedy, power or privilege of the Lenders and/or the Administrative
Agent, (v) constitute a consent to any merger or other transaction or to
any sale, restructuring or refinancing transaction, or (vi) constitute a
course of dealing or other basis for altering any Obligations or any other
contract or instrument.  Except as
expressly set forth in the Forbearance Agreement (as modified by this Second
Amendment), each of the Administrative Agent and each Lender reserves all of
its rights, remedies, powers and privileges under the Credit Agreement, the
other Loan Documents, applicable law and/or equity. All of the provisions of
the Credit Agreement and the other Loan Documents are hereby reiterated, and if
ever waived (other than pursuant to the Limited Waiver in the Forbearance
Agreement (as modified hereby) or hereafter in writing), are hereby
reinstated.  Notwithstanding any other
provision in the Forbearance Agreement (as modified by this Second Amendment),
it is understood and agreed that during the Borrower Forbearance Period,
notwithstanding the Borrower’s inability to make the statements required by Section 4.02
of the Credit Agreement (or in any Request for Credit Extension required
thereby), solely to the extent excused pursuant to the last sentence of Section 2(d) of
the Forbearance Agreement (as modified hereby), but subject to all other terms
and conditions contained in the Credit Agreement and Section 2(d) of
the Forbearance Agreement (as modified hereby) (including the Cash
Collateralization of Letters of Credit), any L/C Issuer may issue, renew,
extend or replace Letters of Credit and the Borrower shall be permitted to
incur L/C Borrowings (and the Revolving Credit Lenders agree to make such L/C
Advances), provided that the Revolving Credit Exposure of the Revolving
Credit Lenders is not increased after giving effect to such issuance, renewal,
extension or replacement of any such Letter of Credit or the incurrence of such
L/C Borrowings.


 


(c) From and after the Second Amendment
Effective Date, (i) the term “Forbearance Agreement” in the Forbearance
Agreement, and all references to the Forbearance Agreement in any Loan Document
shall mean the Forbearance Agreement as modified by this Second Amendment, (ii) the
term “Agreement” in the Credit Agreement, and all references to the Credit
Agreement in any Loan Document shall mean the Credit Agreement as modified by
the Forbearance Agreement (as modified hereby), and (ii) the term “Loan
Document” in the Credit Agreement and the other Loan Documents shall include,
without limitation, this Second Amendment, the First Amendment, the Forbearance
Agreement (as 


 


5

















 


modified
hereby) and any agreements, instruments and other documents executed and/or
delivered in connection herewith.


 


(d) This Second Amendment, the First
Amendment and the Forbearance Agreement (as modified by this Second Amendment)
shall not be deemed or construed to be a satisfaction, reinstatement, novation
or release of the Credit Agreement or any other Loan Document.


 


SECTION 6.           The Borrower’s Release and
Duty to Indemnify for Assigned Claims.  By its execution hereof and in consideration
of the mutual covenants contained herein and other accommodations granted to
the Credit Parties hereunder, each Credit Party, on behalf of itself and each
of its Subsidiaries, and its or their successors, assigns and agents, hereby
expressly forever waives, releases and discharges any and all claims
(including, without limitation, cross-claims, counterclaims, and rights of
setoff and recoupment), causes of action (whether direct or derivative in
nature), demands, suits, costs, expenses and damages (collectively, the “Claims”)
any of them may have or allege to have as of the date of this Second Amendment
(and all defenses that may arise out of any of the foregoing) of any nature,
description, or kind whatsoever, based in whole or in part on facts, whether
actual, contingent or otherwise, now known, unknown, or subsequently discovered,
whether arising in law, at equity or otherwise, against the Administrative
Agent or any Lender that has executed this Second Amendment (other than a
Non-Funding Lender), their respective affiliates, agents, principals, managers,
managing members, members, stockholders, “controlling persons” (within the
meaning of the United States federal securities laws), directors, officers,
employees, attorneys, consultants, advisors, agents, trusts, trustors,
beneficiaries, heirs, executors and administrators of each of the foregoing
(collectively, the “Released Parties”) arising out of this Second
Amendment, the First Amendment, the Forbearance Agreement, the Credit
Agreement, the other Loan Documents, the Credit Facilities Term Sheet, the Bank
Solicitation Statement and any or all of the actions and transactions
contemplated hereby or thereby, including any actual or alleged performance or
non-performance of any of the Released Parties (other than a Non-Funding
Lender) hereunder or under the Loan Documents.  Each Credit Party hereby acknowledges that the
agreements in this Section 6 are intended to be in full satisfaction of
all or any alleged injuries or damages arising in connection with the
Claims.  In entering into this Second
Amendment, each Credit Party expressly disclaims any reliance on any
representations, acts, or omissions by any of the Released Parties and hereby
agrees and acknowledges that the validity and effectiveness of the releases set
forth above does not depend in any way on any such representation, acts and/or
omissions or the accuracy, completeness, or validity thereof.  Notwithstanding the foregoing, (x) no
Non-Funding Lender shall have any rights or benefits under this Section 6
and none of the releases, waivers or other assurances provided by the Credit
Parties shall apply to any Claims of the Credit Parties against Non-Funding
Lenders, who shall remain fully liable for their obligations to the Credit
Parties thereunder and (y) nothing set forth in this Section 6 is
intended to, nor shall anything set forth in this Section 6 be construed
to, release any Claim that any Credit Party may hold against any Released Party
in its capacity as a lender, adviser or agent under: (i) the Casino Sale
Leaseback Transaction, (ii) the CMBS Facility and CMBS Loan Documents,
including the loans made thereunder, (iii) Land Loan Documents, including
the loans made thereunder, or (iv) the Head Office Sale Leaseback
Transaction.  The provisions of this
paragraph shall survive the termination or expiration of each Applicable
Forbearance Period and the termination of the Loan Documents and the payment in
full of all Obligations of the Credit Parties under or in respect of the Credit
Agreement and other Loan Documents and all other amounts owing thereunder.


 


SECTION 7.           Construction.
This Second Amendment and all other agreements and documents executed and/or
delivered in connection herewith have been prepared through the joint efforts
of all of the parties hereto. Neither the provisions of this Second Amendment
or any such other agreements and documents nor any alleged ambiguity therein
shall be interpreted or resolved against any party on the ground that such
party or its counsel drafted this Second Amendment or such other agreements and
documents, or based on any other rule of strict construction.  Each of the parties hereto represents and 


 


6

















 


declares
that such party has carefully read this Second Amendment, the Forbearance
Agreement and all other agreements and documents executed in connection
herewith and therewith, and that such party knows the contents hereof and
thereof and signs the same freely and voluntarily.  The parties hereto acknowledge that they have
been represented by legal counsel of their own choosing in negotiations for and
preparation of this Second Amendment and all other agreements and documents
executed in connection herewith and that each of them has read the same and had
their contents fully explained by such counsel and is fully aware of their contents
and legal effect.


 


SECTION 8.           Counterparts.  This Second Amendment may be executed in any
number of counterparts, each of which when so executed shall be deemed an
original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart. Any
party hereto may execute and deliver a counterpart of this Second Amendment by
delivering by facsimile or other electronic transmission a signature page of
this Second Amendment signed by such party, and any such facsimile or other
electronic signature shall be treated in all respects as having the same effect
as an original signature.


 


SECTION 9.           Severability.  The invalidity, illegality, or
unenforceability of any provision in or obligation under this Second Amendment
in any jurisdiction shall not affect or impair the validity, legality, or
enforceability of the remaining provisions or obligations under this Second
Amendment or of such provision or obligation in any other jurisdiction.


 


SECTION 10.Further
Assurances.  The Borrower
and each other Credit Party agrees to, and to cause any other Credit Party to,
take all further actions and execute all further documents as the
Administrative Agent may from time to time reasonably request to carry out the
transactions contemplated by this Second Amendment, the Forbearance Agreement
(as modified hereby) and all other agreements executed and delivered in
connection herewith and therewith. Any failure to comply with the agreements in
this Section 10 shall be an Event of Default for all purposes of the
Credit Agreement if such failure has not been remedied or waived within 5
Business Days after the Borrower’s receipt of notice from the Administrative
Agent.


 


SECTION 11.         Section Headings.  Section headings in this Second
Amendment are included herein for convenience of reference only and shall not
constitute part of this Second Amendment for any other purpose.


 


SECTION 12.         Notices.  All notices, requests, and demands to or upon
the respective parties hereto shall be given in accordance with the Credit
Agreement.


 


SECTION 13.         Governing Law.
 This Second Amendment and the rights and
obligations of the parties under this Second Amendment shall be governed by,
and construed and interpreted in accordance with, the law of the State of New
York.


 


SECTION 14.         Acknowledgements.  Each Credit Party hereby acknowledges that:


 


(a)    it
has carefully read and fully understood all of the terms and conditions of this
Second Amendment ;


 


(b)    it
has consulted with, or had a full and fair opportunity to consult with, and has
been advised by fully competent counsel in the negotiation, execution and
delivery of this Second Amendment;


 


7
















 


(c)             it
has had a full and fair opportunity to participate in the drafting of this
Second Amendment and that no provision of this Second Amendment shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority by reason of any party hereto
having or being deemed to have structured, dictated or drafted such provision;


 


(d)            it
is freely, voluntarily, knowingly and intelligently entering into this Second
Amendment;


 


(e)             none
of the Lenders or the Administrative Agent has a fiduciary relationship to any
Credit Party, and the relationship between the Administrative Agent and the
Lenders, on the one hand, and the Credit Parties, on the other, is solely that
of creditor and debtor; and


 


(f)               no
joint venture exists among the Credit Parties, the Administrative Agent and the
Lenders.


 


SECTION 15.   Effectiveness.               This Second Amendment shall become effective
at the time (the “Second Amendment Effective Date”) that all of the
following conditions precedent have been satisfied as determined by the
Administrative Agent in its sole discretion:


 


(a)             Agreement. The Administrative Agent shall have
received duly executed signature pages for this Second Amendment signed by
the Borrower, each other Credit Party, the Required Lenders and the Revolving
Credit Lenders (which shall be at least three in number) holding more than 50%
of the Revolving Credit Commitments.


 


(b)            Due
Authorization. The
Administrative Agent shall have received resolutions from each Credit Party
evidencing the corporate or similar authority of such Credit Party to execute
and deliver this Second Amendment, and perform its obligations under this
Second Amendment and the Forbearance Agreement (as modified hereby), and, as
applicable, all other agreements and documents executed in connection
therewith.


 


(c)             Accuracy
of Representations. The
representations and warranties contained in Section 3 of this Second
Amendment are and will be true, correct and complete in all material respects
on and as of the Second Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


 


(d)            Opinions.  The
Administrative Agent shall have received opinions of counsel to the Credit
Parties as to the transactions contemplated hereby in form and substance
reasonably acceptable to the Administrative Agent.


 


(e)             Notes
Forbearance Agreement. The
Administrative Agent shall have received a copy of the Second Notes Forbearance
Amendment, duly executed by the Borrower and the trustees for the holders of
the Existing Notes, on terms satisfactory to the Administrative Agent, and the
Notes Forbearance Agreement (as modified by the Second Notes Forbearance
Amendment) shall be in full force and effect.


 


(f)               Other
Fees.  The Borrower shall have paid (x) all the
reasonable fees, expenses and disbursements of White & Case LLP,
Simpson Thacher & Bartlett, the Lender Financial Advisor and a single
legal counsel to each Agent which delivers its original or facsimile signature page to



 


8

















 


this Second Amendment to the Administrative
Agent or its designee no later than 12:00 Noon (New York City time) on May 15,
2009, and for which invoices (subject to redaction to protect privileges or
other confidential communications) have been presented to the Borrower and (y) an
“evergreen” retainer of  (i) $125,000
to White & Case LLP (or such lesser amount such that after all
payments under this Section 17(f), White & Case LLP hold an “evergreen”
retainer of $125,000) and (ii) $125,000 to Simpson Thacher &
Bartlett (or such lesser amount such that after all payments under this Section 17(f),
Simpson Thacher & Bartlett hold an “evergreen” retainer of $125,000).


 


SECTION 18.   Assignments; No Third Party
Beneficiaries.                This Second Amendment and the Forbearance
Agreement (as modified hereby) shall be binding upon and inure to the benefit
of the Borrower, the other Credit Parties, the Lenders, the Administrative
Agent and their respective successors and assigns; provided, that
neither the Borrower nor any other Credit Party shall be entitled to delegate
any of its duties hereunder or thereunder and shall not assign any of its
rights or remedies set forth in this Second Amendment or the Forbearance
Agreement (as modified hereby) without the prior written consent of the
Administrative Agent in its sole discretion. No Person other than the parties
hereto and their permitted successors and assigns, shall have any rights
hereunder or be entitled to rely on this Second Amendment or the Forbearance
Agreement (as modified hereby) and all third-party beneficiary rights are
hereby expressly disclaimed.


 


SECTION 19.   Amendments.               This Second Amendment constitutes a “Loan
Document” for purposes of the Credit Agreement and the other Loan
Documents.  No provision of this Second
Amendment may be amended, modified, waiver or supplemented, except as provided
in Section 10.01 of the Credit Agreement.


 


SECTION 20.   Final Agreement.  This
Second Amendment, the First Amendment, the Forbearance Agreement, the Credit
Agreement, the other Loan Documents, and the other written agreements,
instruments, and documents entered into in connection herewith and therewith
(collectively, the “Credit Support Documents”) set forth in full the
terms of agreement between the parties hereto and thereto and are intended as
the full, complete, and exclusive contracts governing the relationship between
such parties, superseding all other discussions, promises, representations,
warranties, agreements, undertakings and understandings between the parties
with respect thereto.  No term of the
Credit Support Documents may be amended, restated, waived or otherwise modified
except in a writing signed by the party against whom enforcement of the
modification, amendment, or waiver is sought, unless otherwise provided in the
applicable Credit Support Documents.  Any
waiver of any condition in, or breach of, any of the foregoing in a particular
instance shall not operate as a waiver of other or subsequent conditions or
breaches of the same or a different kind. 
The Lenders’ and/or the Administrative Agent’s exercise or failure to
exercise any rights or remedies under any of the foregoing in a particular
instance shall not operate as a waiver of its right to exercise the same or
different rights, remedies, powers and privileges in any other instances.  There are no oral agreements among the
parties hereto.


 


SECTION 21.   Special Reservations.                    (a) The confirmation of the Existing
Commitment Fees in Section 1 of this Second Amendment shall not be
construed to be (x) a waiver of any rights any Credit Party may have
against a Non-Funding Lender on grounds that such Non-Funding Lender is a
Defaulting Lender or otherwise or (y) an acknowledgment by the Credit
Parties that a Non-Funding Lender is entitled to the payment of the Existing
Commitment Fees pursuant to Section 2.09(a) of the Credit Agreement.


 


(b) Nothing contained in, or arising out
of the execution and delivery of, this Second Amendment shall be construed as a
waiver of any of the rights of the Administrative Agent, the Lenders, the Swing
Line Lender and the L/C Issuers reserved pursuant to that certain Reservation
of Rights Letter, dated 


 


9

















 


January 16, 2009, from the Administrative Agent
to the Borrower, with respect to the Designation described therein (and its
effectiveness), all of which rights remain expressly reserved as described
therein.


 


[Signature pages to follow]


 


10

















 


IN WITNESS WHEREOF, this
Second Amendment has been executed by the parties hereto as of the date first
written above.


 


	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief Accounting
  Officer & Treasurer

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  FCP HOLDING, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name:

  	
  Frank J.
  Fertitta III

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  FERTITTA PARTNERS LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name:

  	
  Frank J.
  Fertitta III

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  FCP VOTECO, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Fertitta III

  
	
   

  	
   

  	
  Name:

  	
  Frank J.
  Fertitta III

  
	
   

  	
   

  	
  Title:

  	
  Co-President

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  BOULDER STATION, INC.

  
	
   

  	
  CENTERLINE HOLDINGS, LLC

  
	
   

  	
  CHARLESTON STATION, LLC

  
	
   

  	
  FIESTA STATION, INC.

  
	
   

  	
  FRESNO LAND ACQUISITIONS, LLC

  
	
   

  	
  GOLD RUSH STATION, LLC

  
	
   

  	
  LAKE MEAD 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: By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  



 


Signature Page to Second Amendment to Forbearance 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: By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  RIVER CENTRAL, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

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

  
	
   

  	
   

  
	
   

  	
  By: By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  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: By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President, Chief Accounting
  Officer & Treasurer

  
					



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  PAST ENTERPRISES, INC.,

  
	
   

  	
  an Arizona corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  President and Treasurer

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  SONOMA LAND HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
   

  	
  Title:

  	
  President, Chief Financial Officer &
  Treasurer

  



 


Signature Page to Second Amendment to Forbearance Agreement


 

















 


	
   

  	
  NAME OF INSTITUTION:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature
page to Second Amendment to First Forbearance Agreement


 

















 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature page to Second Amendment to First Forbearance Agreement