Exhibit 10.4


SUBLEASE


 


(Red Rock Station)


 


THIS SUBLEASE, made as of the 7th day
of November 2007, by and between STATION CASINOS, INC., a Nevada corporation (“Sublessor”),
as Sublessor, and Charleston Station, LLC, a Nevada limited liability company (“Sublessee”),
as Sublessee.


 


W  I
T  N  E  S  S  E  T  H:


 


WHEREAS, under that certain Master Lease
Agreement (as the same may be amended from time to time, the “Master Lease”)
dated as of even date herewith, by and between FCP PropCo, LLC, a Delaware
limited liability company (“Master Landlord”), as landlord, and Sublessor, as
tenant, Master Landlord leased to Sublessor all of Master Landlord’s right
title and interest in and to certain land, improvements and fixtures located in
Clark County, Nevada (the “Master Leased Property”) as more particularly
described therein; and


 


WHEREAS, Sublessor has agreed to sublet a
portion of the Master Leased Property to Sublessee upon and subject to the
terms, covenants, conditions and provisions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the
foregoing recitals which are incorporated herein by reference, and for other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Sublessor and Sublessee hereby agree as follows:


 


1.             Sublessor
hereby represents and warrants that:


 


(a)           attached hereto as Exhibit A
is a true copy of the Master Lease (including all amendments and other
modifications as of the date hereof); and


 


(b)           the Master Lease is in
full force and effect, Sublessor is not in default thereunder, and no event has
occurred, which, with the passage of time or the giving of notice, or both,
would constitute a default by Sublessor thereunder.


 


2.             Sublessor,
as sublessor, hereby sublets to Sublessee, as sublessee, and Sublessee hereby
sublets from Sublessor that portion of the Master Leased Property located in
the County of Clark, State of Nevada, more particularly described on Exhibit
B attached hereto (collectively, the “Subleased Property”).


 


3.             This
Sublease shall be for a term (the “Sublease Term”) commencing on the date
hereof (the “Commencement Date”), and ending on the expiration of the Term
under the Master Lease; provided that, subject to the rights of Master Landlord
under Section 6(d) below, the term of this Sublease shall end on the earlier of
the expiration or termination of Sublessor’s interest in the Subleased Property
under the Master Lease. Sublessee is in possession of the Subleased Property
and accepts the same in its “AS IS” condition on the Commencement Date.


 

















 


4.             Except
as expressly modified herein, all of the terms, covenants, conditions and
provisions contained in the Master Lease (other than the first paragraph of
Section 3.1 and Sections 10.1, 11.1, 11.2, 12.4), together with all Exhibits
and Schedules attached thereto (other than Schedule 3.1(d)), are hereby
incorporated into this Sublease by reference. (Said terms, covenants,
conditions, provisions and schedules are sometimes hereinafter referred to as
the “incorporated provisions of the Master Lease.”)  For purposes of integrating the incorporated
provisions of the Master Lease into this Sublease, references to “Landlord” in
the Master Lease shall signify and apply to Sublessor, references to “Tenant”
in the Master Lease shall signify and apply to Sublessee, references to “Leased
Property” in the Master Lease shall signify and apply to the Subleased
Property, and references to “this Lease” in the Master Lease shall signify and
apply to this Sublease. Notwithstanding the foregoing, all references to “Landlord’s
Debt,” Landlord’s Lender,” “Landlord’s Loan Documents,” “Lease Shortfall
Reserve Period” and “Tenant Security Period” shall not signify or apply to
Sublessor but shall retain the meanings set forth in the Master Lease. All
references to “Rent” and “rental” in the incorporated provisions of the Master
Lease shall herein mean the rental payable pursuant to Section 7 hereof.


 


5.             (a)           Sublessor and Sublessee hereby assume and
agree to perform and be bound by each and all of the terms, covenants and
conditions in the incorporated provisions of the Master Lease, on the part of
Sublessor to be kept and performed and Sublessor and Sublessee each agree to
indemnify, defend and hold the other harmless from and against all claims,
costs, damages, demands, expenses (including reasonable attorneys’ fees, costs
and expenses whether or not an action, suit or proceeding is brought),
liability and loss arising out of or resulting from any breach by such party in
the performance of the foregoing covenant.


 


(b)           Except as herein otherwise
specifically provided with respect to payment of Rent or additional rent under
the Master Lease, which Sublessor specifically agrees to timely pay and
perform, Sublessee shall assume and discharge all of the undertakings and
obligations of Sublessor under the Master Lease with respect to the Subleased
Property as fully and completely as though it were the lessee under the Master
Lease, and any failure by Sublessee to perform and discharge such undertakings
and obligations with respect to the Subleased Property shall be deemed to be a
default by Sublessee hereunder. In addition to the foregoing agreement by
Sublessor to timely pay rent and additional rent under the Master Lease,
Sublessor agrees not to take any action that would constitute a default, breach
or surrender under the Master Lease. Sublessee shall be entitled to exercise,
either separately or jointly with Sublessor, all the rights and benefits
conferred upon Sublessor under the Master Lease with respect to the Subleased
Property and in the event of any failure on the part of the Master Landlord
under the Master Lease to carry out and discharge any of its undertakings and
obligations thereunder, Sublessee shall be entitled to take any and all action
which Sublessor would be entitled to take, and such action may be taken by
Sublessee in either its own name or in the name of Sublessor.


 


6.             Anything
herein to the contrary notwithstanding, it is expressly understood and agreed
by Sublessor and Sublessee to the following:


 

















 


(a)           this Sublease is subject
and subordinate to all of the terms and conditions of the Master Lease and
Landlord’s Loan Documents;


 


(b)           the use of the
Subleased Property shall not conflict with Landlord’s Loan Documents, any Legal
Requirement, Property Document, Insurance Requirement or other provision of the
Master Lease;


 


(c)           Sublessee shall be
permitted to further sublet all or any part of the Subleased Property, assign
or Transfer the Sublease only insofar as the same would be permitted if it were
a sublease, assignment or Transfer by Sublessor under the Master Lease;


 


(d)           that, in the event of
cancellation or termination of the Master Lease for any reason whatsoever or of
the surrender of the Master Lease (whether voluntary, involuntary or by
operation of law) prior to the expiration date of the Sublease, including
extensions and renewals granted hereunder, then, at Master Landlord’s option,
Sublessee shall make full and complete attornment to Master Landlord for the
balance of the term of the Sublease, which attornment shall be evidenced by an
agreement in form and substance satisfactory to Master Landlord and which
Sublessee shall execute and deliver within thirty (30) days after request by
Master Landlord and Sublessee shall waive the provisions of any law now or
hereafter in effect which may give Sublessee any right of election to terminate
the Sublease or to surrender possession in the event any proceeding is brought
by Master Landlord to terminate the Master Lease, and


 


(e)           in the event Sublessee
receives a written notice from Master Landlord stating that an Event of Default
exists under the Master Lease, Sublessee shall thereafter be obligated to pay
all rentals accruing under this Sublease directly to Master Landlord (or
Landlord’s Lender if Master Landlord shall so direct); all rentals received
from Sublessee by Master Landlord shall be credited against the amounts owing
by Sublessor under the Master Lease.


 


7.             Sublessee
hereby covenants to pay Sublessor, in lawful money of the United States of
America which shall be legal tender for the payment of public and private
debts, at an account designated by Sublessor (the “Sublease Designated
Account”), without demand, deduction, or set-off,  annual base rent for the Subleased Property
in the amounts set forth on Exhibit C attached hereto (the “Sublease
Base Rent”). The Sublease Base Rent shall be payable in advance in twelve
(12) equal installments, on the day that is the third (3rd) Business
Day preceding the fifteen (15th) day of each calendar month of the
Sublease Term (the “Sublease Rent Payment Date”). The Sublease Base Rent
shall be paid for the period of the fifteenth (15th) of each month
(or, if applicable, the Commencement Date) through the fourteenth (14th) of the
next month (or, if applicable, the expiration of the Sublease Term) (each, a “Sublease
Rental Period”), provided that
the first and last payments of Sublease Base Rent shall be prorated as to any
partial Sublease Rental Period, based on the number of days within the Sublease
Term during such Sublease Rental Period and the number of days in such Sublease
Rental Period. Sublessee hereby agrees to make any reasonable changes with
respect to the definitions of “Sublease Rent Payment Date” or “Sublease Rental
Period,” including, without limitation, changing the Sublease Rent Payment Date
and Sublease Rental Period, to conform with changes to the terms “Rent 


 

















 


Payment Date”
and “Rental Period” under the Master Lease. The first installment payment of
Sublease Base Rent has been made as of the date hereof. The second installment
shall be payable on November 12, 2007, for the Sublease Rental Period beginning
November 15, 2007 and ending December 4, 2007. Notwithstanding the above, if
Sublessor is in default in the payment of rent under the Master Lease and upon
notice by Master Landlord to Sublessor and Sublessee, Master Landlord may
require all rent and additional rental payable by Sublessee hereunder to be
paid directly to Master Landlord or its agent, successor or assign. Any rent or
rental so paid by Sublessee shall be credited to the rent or additional rental
then due and payable from Sublessor under the Master Lease.


 


8.             In
addition to the Sublease Base Rent payable hereunder in accordance with Section
7 hereof, Sublessee hereby agrees to pay additional rental relating to the
Subleased Property as required under the provisions of the Master Lease. Sublessor
shall deliver to Sublessee copies of all calculations of Taxes and Other
Charges relating to the Subleased Property received from Master Landlord under
the Master Lease.


 


9.             All
notices, demands, requests, consents, approvals and other communications
(hereafter, “Notices”) by or between Sublessee and Sublessor under or in
connection with this Sublease and the Subleased Property shall at the same time
be delivered by the sending party to Master Landlord. Similarly, all Notices by
or between Sublessor and Master Landlord under or in connection with the Master
Lease and the Subleased Property, including without limitation any Notice
relating to the occurrence of a Noticed Default, Event of Default, Lease
Shortfall Reserve Period or Tenant Security Period shall at the same time (or
promptly after receipt by Sublessor) be delivered by Sublessor to Sublessee.


 


10.           Subject
to the representations and warranties of Sublessor in Section 1 hereof,
Sublessee hereby agrees that it is leasing the Subleased Property from
Sublessor “AS IS” without representation or warranty, express or implied, as to
the merchantability or fitness of the Subleased Property for a particular
purpose.


 


11.           Sublessor
and Sublessee each hereby represent and warrant to each other that it has not
entered into any agreement or done any other act which might result in the
obligation to pay a sales or brokerage commission or finder’s fee with respect
to this transaction. Sublessor and Sublessee each agree to indemnify, defend
and hold the other parties and Master Landlord harmless from and against any
claims, costs, damages, demands, expenses (including without limitation
reasonable attorneys’ fees and costs whether or not an action, suit or
proceeding is brought), liability or loss which the other parties may sustain
because or by reason of any material breach of or inaccuracy in the foregoing
representation and warranty.


 


12.           During
the Sublease Term, Sublessee shall maintain or cause to be maintained the
insurance required under Section 10.1 of the Master Lease with respect to the
Subleased Property except as specifically provided herein. All coverage
provided in the incorporated provisions of the Master Lease shall be maintained
for the limits specified thereunder and shall provide coverage for the mutual
benefit of Sublessor and Sublessee. All policies of insurance shall name Master
Landlord and Landlord’s Lender (if any) and their successors and assigns as additional
insureds or loss payees (except that in the case of general liability
insurance, Master Landlord and Landlord’s Lender shall be named as additional
insureds 


 

















 


and not a loss
payee) and conform to the requirements for policies of insurance under Section
10.1 of the Master Lease.


 


13.           Sublessee
hereby agrees to cooperate with Sublessor and Master Landlord and to execute
any and all instruments reasonably requested by Sublessor and Master Landlord
(including, if necessary, the execution of an amendment to this Sublease), in
the establishment and maintenance of reserve accounts and cash management
procedures reasonably requested by any Landlord’s Lender in connection with
Landlord’s Loan Documents (the “Cash Management Procedures”). For the
avoidance of doubt, such Cash Management Procedures shall not affect Sublessee’s
internal procedures for handling cash in conjunction with gaming operations or
complying with, and being subject to, applicable Gaming Laws. Without limiting
the foregoing, Sublessee shall maintain with respect to the Subleased Property
a reserve (the “Sublease FF&E Reserve”) for capital and FF&E
expenditures in the amount of 2.5% of gross revenues derived from operations of
such Subleased Property (including, without limitation, from operations of the
hotel and casino components of such Subleased Property) which Sublease FF&E
Reserve shall constitute a portion of the FF&E Reserve under the Master
Lease. So long as no Lease Reserve Shortfall Period or Event of Default under
either the Master Lease or Sublease shall exist or be in effect, funds in the
Sublease FF&E Reserve may be withdrawn at the discretion of Sublessee for
the payment or reimbursement of FF&E expenditures. An Operating Budget for
the Subleased Property (the “Sublease Operating Budget”) shall be submitted by
Sublessee to Sublessor and Landlord’s Lender not later than the expiration of
the then current Fiscal Year, provided that Sublessor and Landlord’s Lender
shall have no right to approve same except as provided in the following
sentence. If a Lease Shortfall Reserve Period is in effect, Sublessee shall
submit the then-current Sublease Operating Budget and, when due, all subsequent
Sublease Operating Budgets for Fiscal Years during a Lease Shortfall Reserve
Period, and any requested interim Modifications thereto, to Sublessor and
Landlord’s Lender, and Landlord’s Lender shall have the right to approve all
aspects of the Sublease Operating Budget relating to FF&E expenditures,
which approval shall not be unreasonably withheld, delayed or conditioned. During
the continuance of any Lease Reserve Shortfall Period or Event of Default under
the Master Lease or Sublease, any disbursement from the Sublease FF&E
Reserve shall be subject to the prior review of and confirmation by Master
Landlord and Landlord’s Lender that the requested disbursement is in accordance
with the Sublease Operating Budget for the Subleased Property approved for such
Fiscal Year by Master Landlord and Landlord’s Lender and only amounts of
expenses incurred consistent with (or up to the amounts set forth in) such
approved Sublease Operating Budget shall be released from the Sublease FF&E
Reserve to Sublessee; provided that in the event that cash expenditures exceed
the budgeted amount or amounts in the Sublease FF&E Reserve, expenditures
for FF&E to be made in the succeeding period will be credited with such
excess cash expenditures during the current period and Sublessee shall be
entitled to be reimbursed from the Sublease FF&E Reserve in the succeeding
period for such excess cash expenditures during the current period.


 


14.           The
Sublease FF&E Reserve and (i) all cash, checks, funds, drafts,
certificates, instruments and other property, including, without limitation,
all deposits and/or wire transfers from time to time deposited or held in,
credited to or made to the Sublease FF&E Reserve, (ii) all interest,
dividends, cash, instruments and other property from time to time received,
receivable or otherwise payable in respect of, or in exchange for, any or all
of the foregoing; (iii) any replacement deposit account designated by Landlord’s
Lender, and (iv) to the 


 

















 


extent not
covered by clauses (i), (ii), or (iii) above, all proceeds (as defined under
the Uniform Commercial Code) of any or all of the foregoing and the funds
deposited therein and any securities and other assets credited thereto (the
Sublease FF&E Reserve and all such other items noted above are referred to,
collectively, as “Sublease FF&E Reserve Collateral”) shall serve as
additional security for the Sublessor’s obligations under the Master Lease. At
all times the Master Landlord shall have control over the Sublease FF&E
Reserve Collateral (subject to Sublessee’s rights to withdraw funds from the
Sublease FF&E Reserve in accordance with Section 13 above), as further set
forth in the Deposit and Control Agreement of even date herewith by and among
Master Landlord, Sublessor, Sublessee, Landlord’s Lender, the Deposit Bank (as
defined therein) and, if applicable, others, a true and correct copy of which
is attached hereto as Exhibit D (the “Sublease Control Agreement”).


 


15.           The
parties acknowledge and agree that the operating covenant set forth in Section
6.1(a)(iii) of the Master Lease (as incorporated into this Sublease pursuant to
Section 4 above) constitutes material consideration for Sublessor’s willingness
to enter into this Sublease on the terms and conditions set forth herein, and
that any discontinuation of operations of the Primary Intended Use other than
as expressly permitted under this Sublease may have a material adverse effect
on the Subleased Property. The parties further acknowledge and agree that the
Sublessee’s obligation to maintain the Subleased Property and the FF&E as
otherwise provided in this Sublease, constitutes further material consideration
to Sublessor for entering into the Sublease on the terms provided herein, and
that the failure to maintain the FF&E as required hereunder would have a
direct and material adverse effect on the Subleased Property, and interfere
with the timely reletting of the Subleased Property were the Sublease to be
terminated following an Event of Default under either the Master Lease or this
Sublease.


 


16.           In
the event of any sale or assignment of Sublessor’s leasehold interest in the
Subleased Property or any portion thereof, Sublessor shall be entirely relieved
of all liability under any and all of its covenants and obligations contained
in this Sublease arising out of any act, occurrence or omission relating to the
Subleased Property or this Sublease occurring after the consummation of such
sale or assignment.


 


17.           All
Notices shall be in writing and delivered by hand or mailed (by registered or
certified mail, return receipt requested or reputable nationally recognized
overnight courier service and postage prepaid), addressed to the respective
parties, as follows:


 


	
  If to Master Landlord:

  	
   

  
	
   

  	
  FCP PropCo, LLC

  1505 South Pavilion Center Drive

  Las Vegas, Nevada 
  89135

  Attention: 
  General Counsel

  Fax:  (702)
  495-4260

  



 

















 


	
  If to Sublessor:

  	
   

  
	
   

  	
  Station Casinos, Inc.

  1505 South Pavilion Center Drive

  Las Vegas, Nevada 
  89135

  Attention: 
  General Counsel

  Fax:  (702)
  495-4260

  
	
   

  	
   

  
	
  If to Sublessee:

  	
   

  
	
   

  	
  Charleston Station, LLC

  1505 South Pavilion Center Drive

  Las Vegas, Nevada 
  89135

  Attention: 
  General Counsel

  Fax:  (702)
  495-4260

  



 


or to such other
address as either party may hereunder designate, and shall be effective upon
receipt.


 


18.           This
Sublease shall be construed with respect to the Subleased Property under the
substantive laws of the State in which such Subleased Property is situated.


 


19.           This
Sublease contains the entire understanding among the parties relating to the
transactions contemplated hereby and all prior or contemporaneous agreements,
understandings, representations and statements, oral or written, are merged
herein and shall be of no further force or effect.


 


20.           Exhibits
A, B, C and D are hereby incorporated into this Sublease as if set out in
full herein.


 


21.           If
a party commences an action, suit or proceeding (arbitration or otherwise)
against another party because of the breach or anticipated breach by such party
of, or due to any dispute concerning, this Sublease, the losing or defaulting
party shall pay to the prevailing party reasonable attorneys’ and arbitrators’
fees, costs and expenses incurred in connection with such action, suit or
proceeding.


 


22.           This
Sublease shall be binding upon and shall inure to the benefit of the respective
successors and permitted assigns of the parties hereto.


 


23.           This
Sublease may be executed in any number of counterparts, each of which shall be
an original and all of which shall be deemed to be one in the same instrument
with the same effect as if all parties hereto had signed the same signature
page. Any signature page of this Sublease may be detached from any counterpart
of this Sublease identical in form hereto but having attached to it one or more
additional signature pages.


 

















 


24.           Nothing
herein shall be construed as releasing or discharging Sublessor from any of the
obligations under the Master Lease, and its liability under said Master Lease
shall be that of principal and not surety. The liability of Sublessor and
Sublessee under said Master Lease with respect to the Subleased Property shall
be joint and several, and Master Landlord may enforce such terms, covenants and
conditions of said Lease and Modifications against either Sublessor or
Sublessee without first proceeding against the other.


 


[signature page follows]


 

















 


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


 


	
   

  	
  “Sublessor”

  
	
   

  	
   

  
	
   

  	
  STATION CASINOS, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  	
   

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Executive Vice President,
  Chief

  
	
   

  	
              Accounting
  Officer & Treasurer

  
	
   

  	
   

  
	
   

  	
  “Sublessee”

  
	
   

  	
   

  
	
   

  	
  CHARLESTON STATION, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  	
   

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer