Exhibit 10.1


 


AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT


 


THIS AMENDED
AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as
of October 31, 2007 (the “Effective Date”)
by and among BOULDER STATION, INC., a Nevada corporation (“Boulder
Station”), PALACE STATION HOTEL & CASINO, INC., a Nevada
corporation (“Palace Station”), SUNSET STATION,
INC., a Nevada corporation (“Sunset Station,”
and together with Boulder Station and Palace Station, collectively, the “Original Sellers”), CHARLESTON STATION, LLC, a Nevada
limited liability company (“Charleston Station”
and together with the Original Sellers, collectively, the “Sellers,”
and each individually, a “Seller”),
FIESTA STATION HOLDINGS, LLC, a Nevada limited liability company (“Fiesta Station”), LAKE MEAD STATION HOLDINGS, LLC, a Nevada
limited liability company (“Lake Mead Station”),
SANTA FE STATION, INC., a Nevada corporation (“Santa Fe
Station,” and together with Fiesta Station and Lake Mead Station,
collectively, the “Withdrawing Parties”
and each individually, a “Withdrawing Party”),
and FCP NEWCO, LLC, a Delaware limited liability company (“Newco”).


 


RECITALS:


 


A.            Original Sellers,
Withdrawing Parties and Newco are parties to that certain Purchase and Sale
Agreement, dated as of February 23, 2007 (the “Original
Agreement”), pursuant to which
Original Sellers and Withdrawing Parties agreed to sell their Applicable
Subsidiary Entity Interests to Newco for a purchase price in the aggregate
amount of $3,275,000,000.


 


B.            Each of the Withdrawing
Parties desires to withdraw as a party to the Original Agreement and terminate
its rights, duties and obligations set forth therein, including, but not
limited to, the sale of its Applicable Subsidiary Entity Interests to Newco.


 


C.            Charleston Station
desires to be admitted as a party to the Agreement and sell its Applicable
Subsidiary Entity Interests to Newco following the transfer of Charleston
Station’s real property and certain of its personal property interests to its
Seller Subsidiary Entity, subject to the terms and conditions of the Agreement.


 


D.            The parties hereto
desire that the Original Agreement be amended and restated as set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree to amend and restate
the Original Agreement as follows:


 

















 


1.             DEFINITIONS;
WITHDRAWAL OF WITHDRAWING PARTIES; ADMISSION OF CHARLESTON STATION.


 


1.1           Defined Terms. As
used in this Agreement, each capitalized term has the meaning ascribed to it in
this Section 1.1


 


“Applicable Land” means (i) with respect to Boulder Station,
the Boulder Land, (ii) with respect to Charleston Station, the Red Rock Land,
(iii) with respect to Palace Station, the Palace Land and (iv) with respect to
Sunset Station, the Sunset Land.


 


“Applicable Leases” means (i) with respect to Boulder
Station, the Boulder Leases, (ii) with respect to Charleston Station, the Red
Rock Leases, (iii) with respect to Palace Station, the Palace Leases and (iv)
with respect to Sunset Station, the Sunset Leases.


 


“Applicable Personal Property”  means
(i) with respect to Boulder Station, the Boulder Personal Property, (ii) with
respect to Charleston Station, the Red Rock Personal Property, (iii) with
respect to Palace Station, the Palace Personal Property and (iv) with respect
to Sunset Station, the Sunset Personal Property.


 


“Applicable Property” means (i) with respect to Boulder Station,
the Boulder Property, (ii) with respect to Charleston Station, the Red Rock
Property, (iii) with respect to Palace Station, the Palace Property and (iv)
with respect to Sunset Station, the Sunset Property.


 


“Applicable Real Property”  means
(i) with respect to Boulder Station, the Boulder Real Property, (ii) with
respect to Charleston Station, the Red Rock Real Property, (iii) with respect
to Palace Station, the Palace Real Property and (iv) with respect to Sunset
Station, the Sunset Real Property.


 


“Applicable Seller Subsidiary Entity” means (i) with respect
to Boulder Station, the Seller Subsidiary Entity that is wholly-owned by
Boulder Station, (ii) with respect to Charleston Station, the Seller Subsidiary
Entity that is wholly-owned by Charleston Station, (iii) with respect to Palace
Station, the Seller Subsidiary Entity that is wholly-owned by Palace Station
and (iv) with respect to Sunset Station, the Subsidiary Entity that is
wholly-owned by Sunset Station.


 


“Applicable Subsidiary Entity Interests” means the Subsidiary
Entity Interests of the Applicable Seller Subsidiary Entity.


 


“Assets” of any
Person means all assets and properties of every kind, nature, character and
description (whether real, personal or mixed, whether tangible or intangible,
and wherever situated), including the goodwill related thereto, operated, owned
or leased by such Person.


 


“Assigned Contracts” shall have the meaning ascribed to such
term in Section 9.1(e).


 


“Assigned Leases” shall have the meaning ascribed to such term
in Section 9.1(f).


 


2

















 


“Assignment of Lease” shall have the meaning ascribed to such
term in Section 9.1(b).


 


“attorneys’ fees” or “attorneys’ fees and costs”
shall have the meaning ascribed to such term in Section 17.13.


 


“Boulder Appurtenances” means all easements, rights and
appurtenances related to the Boulder Land and Boulder Improvements.


 


“Boulder Fee Land” means that certain portion of the Boulder
Land more particularly described in Exhibit A-1 attached hereto and
incorporated herein.


 


“Boulder Fixtures” means all Fixtures now and hereafter
located in, on or used in connection with, and permanently affixed to or
incorporated into the Boulder Improvements.


 


“Boulder Ground Lease” means that certain Ground Lease and
Sublease dated as of June 1, 1993 between KB Enterprises, a Nevada corporation,
as landlord and Boulder Station, as tenant, a memorandum of which was recorded
on July 5, 1995 in Book 950705 as Instrument No. 00674, in the Official Records
of Clark County, Nevada, as amended by that certain First Amendment to Ground
Lease and Sublease dated as of June 30, 1995, that certain Lease Amendment No.
1 dated December 23, 1996 and that certain Second Amendment to Ground Lease and
Sublease dated as of January 7, 1997.


 


“Boulder Ground Leased Land” means that certain portion of
the Boulder Land more particularly described in Exhibit A-2 attached
hereto and incorporated herein.


 


“Boulder Improvements” means all Improvements on the Boulder
Land, including the Boulder Fixtures.


 


“Boulder  Land” means
that certain real property located at 4111 Boulder Highway, County of Clark,
State of Nevada, as more particularly described in Exhibit A attached
hereto and incorporated herein.


 


“Boulder Leases” means all Leases affecting the Boulder Land
and Boulder Improvements.


 


“Boulder Personal Property” means all Intangible Personal
Property relating to the Boulder Real Property and the tangible personal
property included in the Boulder Fixtures.


 


“Boulder Property” means the Boulder Real Property and
Boulder Personal Property.


 


“Boulder Real Property” means the Boulder Fee Land, Boulder
Station’s leasehold estate as tenant and subtenant under the Boulder Ground
Lease, Boulder Improvements, Boulder Appurtenances and Boulder Station’s
interest as lessor under the Boulder Leases.


 


“Boulder Station” shall have the meaning ascribed to such
term in the preamble hereto.


 


3

















 


“Casualty” shall have the meaning ascribed to such term in Section
13.2.


 


“Charleston Station” shall have the meaning ascribed to such
term in the preamble hereto.


 


“Closing” shall have the meaning ascribed to such term in Section
11.


 


“Closing Date” shall have the meaning ascribed to such term
in Section 11.


 


“Code” means the
Internal Revenue Code of 1986, and the rules and regulations promulgated
thereunder.


 


“Commitment Letter” means that certain Third Amended and
Restated (CMBS) Financing Commitment Letter dated October 15, 2007 among
Fertitta Colony Partners LLC, Fertitta Partners LLC, Deutsche Bank AG, New York
Branch, German American Capital Corporation and JPMorgan Chase Bank N.A.


 


“Contracts” shall have the meaning ascribed to such term in Section
4.1(i).


 


“Deed” shall have the meaning ascribed to such term in Section
9.1(a).


 


“Disclosed/Permitted
Matters” shall have the meaning ascribed to such term in Section
4.1(j).


 


“Disclosure Schedule” shall mean Annex 1 attached to
this Agreement and hereby made a part hereof, as the same may be updated from
time to time by Sellers prior to the Closing with the reasonable approval of
Purchaser and Purchaser’s Lender.


 


“Effective Date” shall have the meaning ascribed to such term
in the preamble hereto.


 


“ERISA” means
the Employee Retirement Income Security Act of 1974, as amended, and the rules
and regulations promulgated thereunder.


 


“ERISA Affiliate” as applied to any Person, means
(i) any corporation that is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Code of which that Person is a
member; (ii) any trade or business (whether or not incorporated) that is a
member of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Code of which that Person is a member; and
(iii) any member of an affiliated service group within the meaning of Section
414(m) or (o) of the Code of which that Person, any corporation described in
clause (i) above or any trade or business described in clause (ii) above is a
member. Any former ERISA Affiliate of a Person or any of its subsidiaries shall
continue to be considered an ERISA Affiliate of such Person or such subsidiary
within the meaning of this definition with respect to the period such entity
was an ERISA Affiliate of such Person or such subsidiary and with respect to
liabilities arising after such period for which such Person or such subsidiary
could be liable under the Code or ERISA.


 


4

















 


“Excepted Claims” means any claims arising from a breach of a
representation and warranty under Sections 4.1(a) to (e) and (h).


 


“Fee Mortgagee Estoppel Certificate” shall have the meaning
ascribed to such term in Section 7.1(c).


 


“Fertittas” means Frank J. Fertitta III
and Lorenzo J. Fertitta.


 


“Fiesta Station” shall have the meaning ascribed to such term
in the preamble hereto.


 


“Fixtures” means permanently affixed equipment, machinery,
fixtures (as defined in the Uniform Commercial Code) (including all HVAC
equipment, elevators, escalators and lighting, together with all equipment,
parts and supplies used to service, repair, maintain and equip the foregoing),
and other items of real and/or personal property, including all components
thereof, now and hereafter located in, on or used in connection with, and
permanently affixed to or incorporated into particular Improvements, including
all furnaces, boilers, heaters, electrical equipment, heating, plumbing,
lighting, ventilating, refrigerating, incineration, air- and
water-pollution-control, waste-disposal, aircooling and air-conditioning
systems and apparatus, sprinkler systems and fire- and theft- protection
equipment, all of which, to the greatest extent permitted by law, are hereby
deemed to constitute real estate, together with all replacements,
modifications, alterations and additions thereto.


 


“GAAP” means
generally accepted accounting principles, consistently applied throughout the
specified period and in the immediately prior comparable period.


 


“Gaming Authority”
means those federal, state and local governmental, regulatory and
administrative authorities, agencies, boards and officials responsible for or
involved in the regulation of gaming or gaming activities in any jurisdiction,
including within the State of Nevada, specifically, the Nevada Gaming
Commission, the Nevada State Gaming Control Board, and applicable local
authorities.


 


“Gaming Equipment”
means all equipment, supplies, inventory and other personal property used in
the operation of a casino including gaming devices, slot machines, gaming
tables, cards, dice, chips, player tracking systems, cashless wagering systems,
mobile gaming systems and associated equipment, all as defined in Nevada
Revised Statutes Chapter 463 and the regulations promulgated thereunder.


 


“Gaming Laws”
means those laws pursuant to which any Gaming Authority possesses regulatory,
licensing or permit authority over gaming within any jurisdiction and, within
the State of Nevada, specifically, the Nevada Gaming Control Act, as codified
in the Chapter 463 of the Nevada Revised Statutes, and the regulations of the
Nevada Gaming Commission and Nevada State Gaming Control Board promulgated
thereunder.


 


“Gaming Licenses” shall mean all licenses, consents, permits,
approvals, authorizations, registrations, findings of suitability, franchises
and entitlements issued by any Gaming Authority necessary for or relating to
the conduct of activities or ownership of equity interests under the Gaming
Laws.


 


5

















 


“Governmental Approvals” means all certificates of occupancy,
licenses, permits, approvals, authorizations, franchises and other forms of
governmental entitlements and consents relating to particular Real Property,
but shall not include any Gaming Licenses.


 


“Ground Lessor” shall have the meaning ascribed to such term
in Section 4.1(f).


 


“Ground Lessor Estoppel Certificate” shall have the meaning
ascribed to such term in Section 7.1(c).


 


“Hazardous Materials” shall have the meaning ascribed to such
term in Section 4.1(q).


 


“Improvements” means all buildings, structures, Fixtures and
other improvements of every kind, including alleyways, sidewalks, utility
pipes, conduits and lanes, parking areas and roadways appurtenant to such
buildings and structures presently or hereafter situated on the Applicable Land.


 


“Indebtedness”
of any Person means all obligations of such Person (i) for borrowed money, (ii)
evidenced by notes, bonds, debentures or similar instruments, (iii) for the
deferred purchase price of goods or services (other than trade payables or
accruals incurred in the ordinary course of business), (iv) under capital
leases and (v) in the nature of guarantees of the obligations described in
clauses (i) through (iv) above of any other Person.


 


“Intangible Personal Property”  means all rights under Governmental Approvals
and all Warranties relating to the use and occupancy of particular Real
Property and shall not include any other intangible personal property owned by
Sellers.


 


“Known to Purchaser’s Lender” means known to Purchaser’s
Initial Lender and shall include all materials furnished to Purchaser’s Initial
Lender by Sellers or SCI.


 


“Lake Mead Station” shall have the meaning ascribed to such
term in the preamble hereto.


 


“Leases” means all leases, occupancy agreements, and other
agreements for use, possession or occupancy affecting particular Land and
Improvements between any Seller and/or its predecessor(s)-in-interest, as
landlord, and Tenants.


 


“Liabilities”
means all Indebtedness, obligations and other liabilities of a Person (whether
absolute, accrued, contingent, fixed or otherwise, or whether due or to become
due).


 


“Loss” means any
and all damages, fines, fees, penalties, deficiencies, losses and expenses
(including without limitation interest, court costs, fees of attorneys,
accountants and other experts or other expenses of litigation or other
proceedings or of any claim, default or assessment).


 


“Master Lease” means a lease entered into between SCI, as tenant,
and PropCo, as landlord, substantially in the form of the Master Lease attached
hereto as Exhibit G.


 


6

















 


“Material Contracts” means the Assigned Contracts, Assigned Leases
and Contracts listed on Schedule 1 attached hereto.


 


“Merger Agreement” means that certain Agreement and Plan of
Merger by and among SCI, Fertitta Colony Partners LLC and FCP Acquisition Sub
dated as of February 23, 2007.


 


“Newco”
shall have the meaning ascribed to such term in the preamble hereto.


 


“Option” with respect to any Person means any security,
right, subscription, warrant, option, “phantom” stock right or other contract
that gives the right to (i) purchase or otherwise receive or be issued any
member, limited liability company or other equity interest of such Person or
any security of any kind convertible into or exchangeable or exercisable for
any member, limited liability company or other equity interest of such Person
or (ii) receive or exercise any benefits or rights similar to any rights
enjoyed by or accruing to the holder of any member, limited liability company
or other equity interest of such Person, including any rights to participate in
the equity or income of such Person or to participate in or direct the election
of any directors or officers of such Person or the manner in which any member,
limited liability company or other equity interest of such Person are voted.


 


“Original Agreement” shall have the meaning ascribed to such
term in the recitals hereto.


 


“Original Sellers” shall have the meaning ascribed to such
term in the preamble hereto.


 


“Palace Appurtenances” means all easements, rights and
appurtenances related to the Palace Land and Palace Improvements.


 


“Palace Fixtures” means all Fixtures now and hereafter
located in, on or used in connection with, and permanently affixed to or
incorporated into the Palace Improvements.


 


“Palace Improvements” means all Improvements on the Palace
Land including the Palace Fixtures.


 


“Palace Land” means that certain real property located at
2411 West Sahara Avenue, City of Las Vegas, County of Clark, State of Nevada,
as more particularly described in Exhibit D attached hereto and
incorporated herein.


 


“Palace Leases” means all Leases affecting the Palace Land
and Palace Improvements.


 


“Palace Personal Property” means all Intangible Personal
Property relating to the Palace Real Property and the tangible personal
property included in the Palace Fixtures.


 


“Palace Property” means the Palace Real Property and Palace
Personal Property.


 


“Palace Real Property” means the Palace Land, Palace
Improvements, Palace 


 


7

















 


Appurtenances,
Palace Station’s interest as lessor under the Palace Leases.


 


“Palace Station” shall have the meaning ascribed to such term
in the preamble hereto.


 


“Person” means any natural person, corporation, limited
liability company, general partnership, limited partnership, proprietorship,
other business organization, trust, union, association or governmental
authority.


 


“Plan” means any “employee benefit plan” (as such term is
defined in Section 3(3) of ERISA) established by the particular Seller or, with
respect to any such plan that is subject to Section 412 of the Code or Title IV
of ERISA, any ERISA Affiliate.


 


“Portfolio MAE” shall have the meaning ascribed to such term
in the Commitment Letter.


 


“PropCo” shall mean FCP PropCo, LLC, a Delaware limited
liability company to be formed by Newco pursuant to Section 2.2.


 


“Properties” means the Boulder Property, Red Rock Property,
Palace Property and Sunset Property.


 


“Property Substitution” shall have the meaning ascribed to
such term in Section 13.2.


 


“Purchase Price” shall have the meaning ascribed to such term
in Section 3.1.


 


“Purchaser” means Newco until the assignment of its rights
under this Agreement to PropCo as described in Section 2.2 and
thereafter shall mean PropCo.


 


“Purchaser’s Conditions Precedent” shall have the meaning
ascribed to such term in Section 7.1.


 


“Purchaser’s
Initial Lender” shall mean any Initial Lender as defined in
the Commitment Letter.


 


“Purchaser’s Lender” shall mean Landlord’s Lender as such
term is defined in the Master Lease.


 


“Purchaser’s Loan Documents” shall mean Landlord’s Loan
Documents as such term is defined in the Master Lease.


 


“Real  Property” means
the Boulder Real Property, Red Rock Real Property, Palace Real Property and
Sunset Real Property.


 


“Red Rock Appurtenances” means all easements, rights and
appurtenances related to the Red Rock Land and Red Rock Improvements.


 


“Red Rock Fixtures” means all Fixtures now and hereafter
located in, on or used 


 


8

















 


in
connection with, and permanently affixed to or incorporated into the Red Rock
Improvements.


 


“Red Rock Improvements” means all Improvements on the Red
Rock Land including the Red Rock Fixtures.


 


“Red Rock  Land” means that
certain real property located at 11011 West Charleston Boulevard, County of
Clark, State of Nevada, as more particularly described in Exhibit B
attached hereto and incorporated herein.


 


“Red Rock Leases” means all Leases affecting the Red Rock
Land and Red Rock Improvements.


 


“Red Rock Personal Property” means all Intangible Personal
Property relating to the Red Rock Real Property and the tangible personal
property included in the Red Rock Fixtures.


 


“Red Rock Property” means the Red Rock Real Property and Red
Rock Personal Property.


 


“Red Rock Real Property” means the Red Rock Land, Red Rock
Improvements, Red Rock Appurtenances and Charleston Station’s interest as
lessor under the Red Rock Leases.


 


“Santa Fe Station” shall have the meaning ascribed to such
term in the preamble hereto.


 


“SCI” means Station Casinos, Inc., a Nevada corporation.


 


“Seller” and “Sellers” shall
have the meanings ascribed to such terms in the preamble hereto.


 


“Seller Subsidiary Entities” and “Seller
Subsidiary Entity” shall have the meanings ascribed to such terms in
Section 2.1.


 


“Sellers’ Conditions Precedent” shall have the meaning
ascribed to such term in Section 7.2.


 


“Special
Committee” has the meaning ascribed thereto in the Merger
Agreement.


 


“Subleases” shall mean the subleases entered into between
each applicable Seller and SCI substantially in the form of the Sublease
attached hereto as Exhibit H. “Sublease” shall
mean any of the Subleases.


 


“Subsidiary
Entity Interests” shall mean 100% of the membership and other
limited liability company interests of a Seller Subsidiary Entity.


 


“Substituted Properties” shall
have the meaning ascribed to such term in Section 13.2.


 


9

















 


“Sunset Appurtenances” means all easements, rights and
appurtenances related to the Sunset Land and Sunset  Improvements.


 


“Sunset Contracts” means the Contracts which affect the
Sunset Property.


 


“Sunset Fixtures” means all Fixtures now and hereafter
located in, on or used in connection with, and permanently affixed to or
incorporated into the Sunset Improvements.


 


“Sunset Improvements” means all Improvements on the Sunset
Land including the Sunset Fixtures.


 


“Sunset Land” means that certain real property located at
1301 West Sunset Road, City of Henderson, County of Clark, State of Nevada, as
more particularly described in Exhibit F attached hereto and
incorporated herein.


 


“Sunset Leases” means all Leases affecting the Sunset Land
and Sunset Improvements.


 


“Sunset Personal Property” means all Intangible Personal
Property relating to the Sunset Real Property and the tangible personal
property included in the Sunset Fixtures.


 


“Sunset Property” means the Sunset Real Property and Sunset
Personal Property.


 


“Sunset Real Property” means the Sunset Land, Sunset Improvements,
Sunset Appurtenances and Sunset Station’s interest as lessor under the Sunset
Leases.


 


“Sunset Station” shall have the meaning ascribed to such term
in the preamble hereto.


 


“Survival Date” shall have the meaning ascribed to such term
in Section 4.2.


 


“Taking” shall have the meaning ascribed to such term in Section
13.2.


 


“Tenants” means the lessees or tenants under the Leases.


 


“Title Company” means either Nevada Title Company or LandAmerica Lawyers Title, as
approved by Sellers, Purchaser and Purchaser’s Initial Lender.


 


“Title Policies” shall have the meaning ascribed to such term
in Section 7.1(b).


 


“Uniform Commercial Code” means the Uniform Commercial Code
as adopted in the State of Nevada.


 


“Warranties” means all warranties or guarantees received by a
particular Seller from any contractors, subcontractors, suppliers or
materialmen in connection with any construction, repairs or alteration of any
of the Improvements relating to particular Real Property.


 


10

















 


“Withdrawing Party” and “Withdrawing Parties”
shall have the meanings ascribed to such terms in the preamble hereto.


 


1.2           Interpretation. In
this Agreement, unless otherwise indicated, the singular includes the plural
and conversely; words importing one gender include the others; references to
statutes or regulations are to be construed as including all statutory or
regulatory provisions consolidating, amending or replacing the statute or
regulation referred to; references to “writing” include printing, typing,
lithography and other means of reproducing words in a tangible visible form;
the word “or” shall not be exclusive (i.e., shall be deemed to include “and/or”);
the words “including,” “includes” and “include” shall be deemed to be followed
by the words “without limitation”; references to articles, sections (or
subdivisions of sections), exhibits, annexes or schedules are to such parts of
this Agreement; references to agreements and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions
and other modifications to such instruments (without, however, limiting any
prohibition on any such amendments, extensions and other modifications by the
terms of this Agreement); and references to persons include their respective
permitted successors and assigns and, in the case of any governmental
authority, persons succeeding to their respective functions and capacities.


 


1.3           Withdrawal of
Withdrawing Parties; Admission of Charleston Station. Effective upon the
Effective Date, Withdrawing Parties shall no longer be deemed parties to the
Original Agreement and all rights, duties and obligations of such Withdrawing
Parties thereunder shall be terminated. Effective upon the Effective Date,
Charleston Station shall be admitted as a party to the Agreement, and by its
execution hereof, Charleston Station ratifies, adopts and agrees to be bound by
all of the terms and conditions of this Agreement.


 


2.             FORMATION OF
SELLER SUBSIDIARY ENTITIES, TRANSFER OF PROPERTIES; PURCHASE AND SALE;
LEASEBACK; SUBLEASES


 


2.1           On or prior to the
Closing Date, each Seller shall form a special purpose, wholly-owned Delaware
limited liability company (each, a “Seller Subsidiary Entity,”
and collectively, the “Seller Subsidiary Entities”)  and then transfer its Applicable Property to such Seller
Subsidiary Entity by delivery of the documents described in Sections 9.1(a)
through (f) inclusive.


 


2.2           Substantially
concurrently with the transfer of the Applicable Property to each Seller
Subsidiary Entity, Newco shall form PropCo, as a special purpose, wholly-owned
Delaware limited liability company and then assign all of its rights, titles
and interests under this Agreement to PropCo.


 


2.3           Upon and subject to the
terms and conditions herein contained, each Seller, severally and not jointly,
hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to
acquire and purchase from each Seller, all of the right, title and interest of
such Seller in, to and under such Seller’s Applicable Subsidiary Entity
Interests.


 


2.4           Simultaneously with the sale of the Subsidiary Entity
Interests in the Seller Subsidiary Entities to Purchaser, (a) the Seller
Subsidiary Entities shall be merged with and into Purchaser, (b) Purchaser
shall lease the Properties to SCI on the terms and conditions 


 


11

















 


and for the rental set forth
in the Master Lease and (c) SCI shall enter into a sublease of each Applicable
Property with each Seller on the terms and conditions and for the rental set
forth in the Subleases.


 


3.             THE
PURCHASE PRICE


 


3.1           The purchase price for
each of the Applicable Subsidiary Entity Interests (the “Purchase
Price”) shall be the following:


 


(a)           Seven Hundred Forty Million
Dollars ($740,000,000.00) for the Applicable Subsidiary Entity Interests owned
by Boulder Station;


 


(b)           One Billion One Hundred
Seventy Million Dollars ($1,170,000,000.00) for the Applicable Subsidiary
Entity Interests owned by Charleston Station;


 


(c)           Four Hundred Seventy-One Million
Dollars ($471,000,000.00) for the Applicable Subsidiary Entity Interests owned
by Palace Station; and


 


(d)           Seven Hundred Twenty-Five Million
Dollars ($725,000,000.00) for the Applicable Subsidiary Entity Interests owned
by Sunset Station.


 


3.2           The Purchase Price of each
Applicable Subsidiary Entity Interests shall be paid to the Seller of the
Applicable Subsidiary Entity Interests by wire transfer of immediately
available funds at the Closing.


 


4.             REPRESENTATIONS
AND WARRANTIES OF SELLERS


 


4.1           Each Seller, severally and
not jointly, represents and warrants to Purchaser that the following matters
are true and correct as of the date hereof:


 


(a)           Such Seller is a corporation, or with respect to Charleston
Station, a limited liability company,
duly organized or formed, validly existing, and in good standing and qualified
to do business in the State of Nevada. This Agreement has been, and all
documents to be delivered by such Seller to Purchaser or its Applicable Seller
Subsidiary Entity at or prior to the Closing pursuant to this Agreement will
be, duly authorized, executed and delivered by such Seller or its Applicable
Seller Subsidiary Entity, as applicable, is and, in the case of the documents
to be delivered, will be legal and binding obligations of such Seller or its
Applicable Seller Subsidiary Entity, as applicable, enforceable in accordance
with their respective terms except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency, moratorium and other principles
relating to or limiting the rights of contracting parties generally.


 


(b)           Such Seller has, and at the
Closing, such Seller’s Applicable Seller Subsidiary Entity shall have, full
corporate or limited liability company power and authority to own, operate or
lease the Applicable Property and to carry on its business in all material
respects as currently conducted by it.


 


(c)           At the
Closing, such Seller’s Applicable Seller Subsidiary Entity will be a limited
liability company, duly formed, validly existing and in good standing under the
laws of 


 


12

















 


the
State of Delaware. At or prior to the Closing, such Seller will have furnished
or made available to Purchaser true and complete copies of the certificate of
formation and limited liability company agreement of its Applicable Seller
Subsidiary Entity
and all amendments thereto.


 


(d)           At the Closing, the
Subsidiary Entity Interests owned by such Seller in such Seller’s Applicable
Seller Subsidiary Entity shall constitute 100% of the issued and outstanding membership
and other limited liability company interests in such Applicable Seller
Subsidiary Entity and there will be no outstanding Options with respect to such
Applicable Seller Subsidiary Entity and such Applicable Seller Subsidiary
Entity shall have no Liabilities other than the Assigned Contracts and Assigned
Leases assigned to such Applicable Seller Subsidiary Entity by such Seller
pursuant to Section 2.1 above.


 


(e)           At the Closing, such
Applicable Seller Subsidiary Entity’s issued and outstanding Subsidiary Entity
Interests will be validly issued, fully paid and nonassessable, and such Seller
will own such Subsidiary Entity Interests, beneficially and of record, free and
clear of all liens. The delivery of the assignment and assumption agreement
described in Section 9.1(h) will transfer to Purchaser good and valid
title to the Applicable Subsidiary Entity Interests, free and clear of all
liens.


 


(f)            With respect to Boulder
Station, the copy of the Boulder Ground Lease, and all modifications,
supplements and amendments thereto, delivered by Boulder Station to Purchaser
prior to the date hereof, is true, correct and complete and is in full force
and effect, without default by any party thereto (the “Ground
Lessor”). The copy of the Boulder Ground Lease delivered to
Purchaser constitutes the entire agreement with Ground Lessor relating to the
Boulder Ground Leased Land, and has not been modified, supplemented or amended,
except for such modifications, supplements and amendments delivered to
Purchaser.


 


(g)           Such Seller has, and at the
Closing, its Applicable Seller Subsidiary Entity shall have, good and insurable
title to its Applicable Real Property subject only to Disclosed/Permitted
Matters. Such Seller has, and at the Closing its Applicable Seller Subsidiary Entity
shall have, good and marketable title to its Applicable Personal Property
subject only to Disclosed/Permitted Matters.


 


(h)           Except as described in the
Disclosure Schedule, this Agreement, and all documents to be delivered by such
Seller or its Applicable Seller Subsidiary at the Closing, do not, and will not
at the Closing, violate any provision of (i) the articles of incorporation,
bylaws, certificate of formation, limited liability company agreement or other
comparable organizational documents of such Seller or its Applicable Seller
Subsidiary Entity, (ii) any Material Contracts or (iii) any order, writ,
judgment or decree specifically naming, or statute, rule or regulation
applicable to the Applicable Property, such Seller or its Applicable Seller
Subsidiary Entity and do not require any consent by any third party; provided,
however, that with respect to Boulder Station, the transfer of Boulder
Station’s leasehold estate under the Boulder Ground Lease requires the consent
of the Ground Lessor.


 


(i)            There have been furnished
or made available to Purchaser and Purchaser’s Initial Lender complete and
correct copies of, or disclosed in item 3 of the Disclosure Schedule, all
written service, construction, vendor, maintenance and management contracts and
Leases 


 


13

















 


affecting
its Applicable Property that are in effect as of the date hereof and will be
binding on Purchaser or such Seller’s Applicable Seller Subsidiary Entity or
constitute a lien or encumbrance on the Applicable Property after the Closing (collectively,
“Contracts”). Such Seller has, and at
the Closing, its Applicable Seller Subsidiary Entity will have, not agreed to
any modifications or material waivers, whether orally or in writing, with
respect to any Contract, except for such written amendments and waivers
delivered or made available to Purchaser or as described in the Disclosure
Schedule.


 


(j)            Other than the Contracts,
Applicable Leases and other materials relating to the Applicable Property
previously furnished or made available to Purchaser and Purchaser’s Initial
Lender and the matters as shown in the Disclosure Schedule or the Title Policy
for the Applicable Property (collectively with such Contracts and other
materials, the “Disclosed/Permitted Matters”),
such Seller has not and such Seller’s Applicable Seller Subsidiary Entity shall
have not entered into any lease, tenancy, occupancy or service agreement or any
other agreement that will be binding on Purchaser, such Seller’s Applicable
Seller Subsidiary Entity or the Applicable Property after the Closing. Such
Seller has no knowledge that anyone will, at the Closing, have any right to possession
of the Applicable Property owned or leased by such Seller or its Applicable
Seller Subsidiary Entity, except pursuant to the Disclosed/Permitted Matters
and with respect to the Boulder Property, the lessors under the Boulder Ground
Lease.


 


(k)           The facilities, structure
and equipment presently situated on the Applicable Property of such Seller and
owned, operated or leased by such Seller are presently adequate for the
operations for which they are being used. Such facilities, structures and equipment
are structurally sound and in good repair and operating condition, normal wear
and tear excepted. Except as described in the Disclosed/Permitted Matters, such
Seller has not received notice of any condemnation proceeding against the whole
or any part of the Applicable Property, and, to the best of such Seller’s
knowledge, there is no proposed or contemplated exercise of eminent domain with
respect to the Applicable Property.


 


(l)            Such Seller is not, and at
the Closing, its Applicable Seller Subsidiary Entity will not be, the subject
of a bankruptcy or insolvency proceeding.


 


(m)          To the best of such Seller’s
knowledge, except as described in the Disclosed/Permitted Matters or
terminations in the ordinary and usual course consistent with past practice,
the persons employed by Seller, or at the Closing, its Applicable Seller
Subsidiary Entity, in connection with the management, operation, or maintenance
of the Applicable Property will continue to be employed by such Seller as of
the Closing. Since January 1, 2006, there has been no material work stoppage,
strike or other concerted action by employees of such Seller.


 


(n)           Except as described in the
Disclosed/Permitted Matters, there are no pending or, to the best of such
Seller’s knowledge, threatened lawsuits by any party claiming a default under
any Contract or otherwise concerning the whole or any part of the Applicable
Property, which in either case would have a material adverse effect on the
Seller or the Applicable Seller Subsidiary Entity or the value or operations of
the Applicable Property.


 


14

















 


(o)           Except as described in the
Disclosed/Permitted Matters, each Applicable Lease and Contract affecting the
Applicable Property is in full force and effect and unmodified. Except as
described in the Disclosed/Permitted Matters, such Seller has, and at the
Closing, its Applicable Seller Subsidiary Entity will have, performed all
material obligations (including any obligations to perform work or pay
construction allowances) and is not, or at the Closing, will not be, in
material default under any such Applicable Lease or Contract. Except as
described in the Disclosed/Permitted Matters, no written notice has been either
received or delivered by such Seller regarding any material default or material
breach under any Applicable Lease or Contract affecting the Applicable Property
which is outstanding and uncured.


 


(p)           To the best of such Seller’s
knowledge, except as described in the Disclosed/Permitted Matters, no Tenant is
in default in the payment of rent required to be paid under its Applicable
Lease.


 


(q)           Except as described in the
Disclosed/Permitted Matters, such Seller has, and at the Closing, its
Applicable Seller Subsidiary Entity will have, no knowledge of the use,
treatment, storage, disposal or existence of any Hazardous Materials at the
Applicable Property, including, without limitation, the groundwater thereunder,
which might create any liability of owners or occupants of the Applicable
Property under any federal, state or local law or regulation or which would
require reporting to a governmental agency. For the purpose of this Agreement, “Hazardous Materials” shall include, but not be limited to,
(A) substances defined as “hazardous materials,” “hazardous substances,” “hazardous
wastes,” or “toxic substances” in the Federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601,
et seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, et seq.; the
Resource Conservation and Recovery Act 42 U.S.C. § 6901 et seq.; applicable state and local statutes; and in the
regulations adopted and publications promulgated pursuant to said laws from
time to time, and (B) any chemical, material, substance or other matter of
any kind whatsoever which is prohibited, regulated or limited by any federal,
state, local, county or regional authority or legislation, including, without
limitation, that enumerated above in clause (A). Except as described in the
Disclosed/Permitted Matters, there is no asbestos or polychlorinated biphenyls
(PCBs) contained in or stored on the Applicable Property including, without
limitation, the materials comprising the Improvements situated on the
Applicable Property.


 


(r)            The Applicable Property
has adequate rights of access to public ways. All roads necessary for the full
utilization of the Applicable Property for its current purpose have been
completed and dedicated to public use and accepted by all governmental
authorities or are the subject of access easements for the benefit of the
Applicable Property.


 


(s)           Except as described in the
Disclosed/Permitted Matters, there are no material physical, structural, or
mechanical defects in the Improvements on the Applicable Property, including,
without limitation, the plumbing, heating, air conditioning and electrical
systems, and all such items are in good operating condition and repair.


 


(t)            Except as described in the
Disclosed/Permitted Matters, the use and operation of the Applicable Property
is in compliance with applicable building codes, environmental, zoning,
subdivision, and land use laws, and other local, state and federal laws and


 


15

















 


regulations.
Except as described in the Disclosed/Permitted Matters, such Seller has, and at
the Closing, its Applicable Seller Subsidiary Entity will have, received no
notice from any governmental authority advising such Seller or Seller
Subsidiary Entity of (i) a violation of any such laws or regulations (whether
now existing or which will exist with the passage of time) or (ii) any action
which must be taken to avoid a violation thereof.


 


(u)           Except as described in the
Disclosed/Permitted Matters, such Seller has, and at the Closing, will have and
its Applicable Seller Subsidiary Entity will have, not received any notice from
any insurance carrier or any of the Tenants of any defects or inadequacies in
the Applicable Property, or in any portion thereof, which would adversely
affect the insurability thereof or the cost of such insurance. Except as
described in the Disclosed/Permitted Matters, there are no pending insurance
claims with respect to its Applicable Property or its Applicable Seller
Subsidiary Entity.


 


(v)           Except as described in the
Disclosed/Permitted Matters, there are no pending, or, to the best of such
Seller’s knowledge, threatened legal proceedings or actions of any kind or
character affecting the Applicable Property or such Seller’s interest therein, or
at the Closing, its Applicable Seller Subsidiary Entity’s interest therein,
which in either case would have a material adverse effect on the Seller or the
Applicable Seller Subsidiary Entity or the value or operations of the
Applicable Property.


 


(w)          There are no federal, state
or local tax liens encumbering the Applicable Property other than the lien of
real property taxes and assessments not yet due and payable.


 


(x)            No pending obligations
exist for sales or use taxes due with respect to the personal property in the
Applicable Property and all such taxes due and payable prior to the Closing or
by reason of the transaction contemplated herein shall be paid by such Seller.


 


(y)           Except as set forth in the
notes thereto and as disclosed in the Disclosure Schedule, all such Seller’s
financial statements delivered to Purchaser (i) were prepared in accordance
with GAAP, (ii) fairly present the financial condition and results of
operations of the business of such Seller as of the respective dates thereof
and for the respective periods covered thereby, and (iii) were compiled from
books and records regularly maintained by management and used to prepare the
financial statements of such Seller in accordance with the principles stated
therein. Such Seller has maintained the books and records in a manner
sufficient to permit the preparation of financial statements in accordance with
GAAP.


 


(z)            Such Seller is solvent and
will not be rendered insolvent or subject to any material risk of insolvency
(either because the financial condition of such Seller is such that the sum of
its Indebtedness is greater than the fair market value of its Assets or because
the fair market value of its Assets will be less than the amount required to
pay its probable liability on its Indebtedness as such Indebtedness becomes
due) as a result of the transactions contemplated by this Agreement. The
consummation of the transactions contemplated by this Agreement will not have
the effect of causing any bankruptcy or insolvency laws to be applicable to
such Seller or subject such Seller to any bankruptcy, civil rehabilitation,
reorganization or similar proceedings.


 


16

















 


(aa)         ERISA. Such Seller
and each of its respective ERISA Affiliates have complied in all material
respects with all applicable provisions and requirements of ERISA and the
regulations and published interpretations thereunder with respect to each Plan,
and have performed all their obligations under each Plan except as would not
reasonably be expected to have a material adverse effect on such Seller or the
operations of its Applicable Property. Each Plan that is intended to qualify
under Section 401(a) of the Code is so qualified to the extent that failure of
such Plan to qualify would not reasonably be expected to have a material
adverse effect on such Seller or the operations of its Applicable Property.


 


(bb)         Taxes. Except as would not reasonably be expected to
have a material adverse effect on such Seller or the operations of its
Applicable Property, such Seller has filed or caused to be filed all
federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any governmental
authority (other than the amount or validity of which are currently being
contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on the books of such
Seller); no tax lien has been filed, and, to the best of such Seller’s
knowledge, no claim is being asserted, with respect to any such tax, fee or
other charge.


 


4.2           All of the representations
and warranties set forth in this Section 4 above shall survive the
execution and delivery of this Agreement and the performance hereof and shall
further survive until the date that occurs one (1) year after the Closing Date
(the “Survival Date”); and if notice of any
claim made by Purchaser of a breach of any representation or warranty is given
on or before the Survival Date, such claim may be pursued against the
appropriate Seller and such representation or warranty shall not be deemed to
have expired on the Survival Date. Notwithstanding the foregoing, the
representations and warranties set forth in Sections 4.1(a) to (e) and (h)  of this Agreement shall survive the Closing Date indefinitely.
Notice of any claim made by Purchaser on the basis of a breach of a provision
in this Section 4 above shall be given by the Purchaser to the
appropriate Seller on or before the Survival Date and Purchaser shall be deemed
to have waived all claims in connection with this Section 4 if written
notice of which is not given to such Seller on or before the Survival Date
provided that the foregoing shall not apply to claims made by Purchaser on the
basis of a breach of any of the representations and warranties set forth in Sections
4.1(a) to (e) and (h) of this Agreement.


 


5.             REPRESENTATIONS AND WARRANTIES OF PURCHASER


 


Purchaser represents and warrants to each Seller that
the following matters are true and correct as of the date hereof and as of the
Closing Date:


 


5.1           Purchaser is a limited
liability company duly formed, validly existing and in good standing under the
laws of the State of Delaware. This Agreement has been, and all the documents
to be delivered by Purchaser to each Seller at the Closing will be, duly
authorized, executed and delivered by Purchaser, is and, in the case of the
documents to be delivered, will be legal and binding obligations of Purchaser,
enforceable in accordance with their respective terms (except to the extent
that such enforcement may be limited by applicable bankruptcy, insolvency,
moratorium and other principles relating to or limiting the rights of
contracting parties 


 


17

















 


generally), and does not, and will not at the Closing,
violate any provisions of any agreement to which Purchaser is a party.


 


5.2           This Agreement and all
other documents now or hereafter to be executed and delivered by Purchaser
pursuant to this Agreement do not and will not contravene any provision of any
agreement, judgment, order, decree, writ or injunction, or any provision of any
existing law or regulation to which Purchaser is a party or it or its property
is bound. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby by Purchaser do not and will not require
any consent by any third party.


 


6.             “AS IS” PURCHASE AND WAIVERS


 


Except as expressly set
forth in this Agreement, including but not limited to Sections 4.1 and 7.1,
Purchaser agrees to accept the purchase of each of the Subsidiary Entity
Interests and the transfer by each Seller to its Applicable Seller Subsidiary
Entity of each Property “as is”, “where is”, with all faults, and in its
condition as at the Closing Date regardless of the state of title or physical
condition of the Real Property, environmental matters relating to any of the
Real Property, the income, expense or operation of the Real Property, the
entitlements with respect to the Real Property or which may be obtained with
respect to the Real Property, the uses which can be lawfully made of the Real
Property under applicable zoning or other laws, any existing or prospective
Leases or Contracts or any other matter or thing with respect to the Real
Property and, except as otherwise expressly provided in this Agreement,
Purchaser shall assume the risk that adverse matters, which may not have been
revealed by Purchaser’s investigations or which may occur, be imposed, arise or
be discovered by Purchaser.


 


7.             CONDITIONS PRECEDENT TO CLOSING


 


7.1           The following shall be
conditions precedent to Purchaser’s obligation to consummate the purchase and
sale transaction contemplated herein (the “Purchaser’s Conditions Precedent”):


 


(a)           The representations and
warranties set forth in Section 4 shall be true and correct in all
material respects as of the Closing Date except for breaches thereof which do
not in the aggregate have a material adverse effect on the value of the Real
Property or Seller Subsidiary Interest, each taken as a whole, and each Seller
shall have duly and substantially performed each and every material covenant,
undertaking and agreement to be performed by Sellers under this Agreement,
including the delivery of the documents described in Sections 9.1 and 9.2
hereof.


 


(b)           The Title Company shall be
unconditionally prepared and irrevocably committed to issue ALTA extended
coverage owner’s policies of title insurance (the “Title Policies”) insuring the
interest of each Applicable Seller Subsidiary Entity and Purchaser, as
successor by merger to such Applicable Seller Subsidiary Entity, in each
Applicable Real Property, dated the Closing Date, with an aggregate liability
for each policy of title insurance in the amount of the Purchase Price for the
Applicable Subsidiary Entity Interests of the Applicable Seller Subsidiary
Entity owning the Applicable Property, in the forms, containing such 


 


18

















 


endorsements,
and subject only to such exceptions as have been reasonably approved by Sellers,
Purchaser and Purchaser’s
Lender.


 


(c)           With respect to the Boulder
Property, Purchaser shall have received at least seven (7) days prior to the
Closing, (i) an executed Ground Lessor Consent and Estoppel Certificate from
the lessor under the Boulder Ground Lease substantially in the form of Exhibit J-1
attached hereto (with such changes thereto reasonably approved by Purchaser and
Purchaser’s Initial Lender), dated no more than thirty (30) days prior to the
Closing (the “Ground Lessor Estoppel Certificate”)
and (ii) an executed Fee Mortgagee Estoppel Certificate from any mortgagee of
fee title to the Boulder Ground Leased Land substantially in the form of Exhibit J-2
attached hereto (with such changes thereto reasonably approved by Purchaser and
Purchaser’s initial lender), dated no more than thirty (30) days prior to the
Closing (the “Fee Mortgagee Estoppel Certificate”).


 


(d)           Each Seller shall have
formed its Applicable Seller Subsidiary Entity and transferred its Applicable
Property to its Applicable Seller Subsidiary Entity in the manner required
under Section 2.1 above.


 


(e)           Concurrently or
substantially concurrently with the Closing (i) the Merger (as defined in the
Merger Agreement) shall be consummated, (ii) SCI shall have entered into the
Master Lease, and (iii) SCI and the Sellers shall have entered into the
Subleases.


 


If any of
the foregoing Purchaser’s Conditions Precedent are not satisfied with respect
to a particular Property or Subsidiary Entity Interests, Purchaser shall have
the right at its sole election either to waive the condition in question and
proceed with the purchase of such Subsidiary Entity Interests pursuant to all
of the other terms of this Agreement or, in the alternative, to terminate this
Agreement with respect to such Subsidiary Entity Interests or in its entirety. In
the event that Purchaser elects to terminate this Agreement with respect to
such Subsidiary Entity Interests as provided in the foregoing sentence, this
Agreement shall become null and void without further obligation on the part of
Purchaser and Seller of such Subsidiary Entity Interests with respect to such Subsidiary
Entity Interests. In the event Purchaser elects to terminate this Agreement in
its entirety, this Agreement shall become null and void without further obligation
on the part of Purchaser and Sellers.


 


7.2           The obligation of each
Seller to consummate the transactions contemplated hereunder to occur on the
Closing Date are each conditioned on the fulfillment of the following (“Sellers’ Conditions Precedent”) on and as of the Closing
Date:


 


(a)           The truth, in all material
respects, of each and every representation and warranty made by Purchaser and
the due performance of each and every material covenant, undertaking and
agreement to be performed by Purchaser under this Agreement (including, but not
limited to, the delivery by Purchaser of the items, and the making of the
payments, described in Section 10 below).


 


(b)           Concurrently or
substantially concurrently with the Closing (i) the Merger (as defined in the
Merger Agreement) shall be consummated and (ii) Purchaser shall have entered
into the Master Lease.


 


19

















 


(c)           The Title Company shall be
unconditionally prepared and irrevocably committed to issue ALTA extended
coverage leasehold owner’s policies of title insurance insuring SCI’s leasehold
estate under the Master Lease and each Seller’s leasehold estate under the
Sublease for the Applicable Property, dated the day and time of the Closing,
with an aggregate liability for each policy of title insurance in the amount of
the Purchase Price for the Applicable Property (or such other amount designated
by such Seller), in forms approved by Sellers, and subject only to such
exceptions as set forth in the Title Policies.


 


If any of
the foregoing Sellers’ Conditions Precedent are not satisfied with respect to a
particular Property or Subsidiary Entity Interests, the Seller of such Subsidiary
Entity Interests shall have the right at its sole election either to waive the
condition in question and proceed with the sale of such Subsidiary Entity
Interests pursuant to all of the other terms of this Agreement or, in the
alternative, to terminate this Agreement with respect to such Subsidiary Entity
Interests or in its entirety. In the event that such Seller elects to terminate
this Agreement with respect to such Subsidiary Entity Interests as provided in
the foregoing sentence, this Agreement shall become null and void without
further obligation on the part of Purchaser and such Seller with respect to
such Subsidiary Entity Interests. In the event any Seller elects to terminate
this Agreement in its entirety, this Agreement shall become null and void
without further obligation on the part of Purchaser and Sellers.


 


7.3           Notwithstanding anything
to the contrary contained herein, in the event that the Merger Agreement is
terminated pursuant to the terms thereof, this Agreement shall automatically
terminate and become null and void without further obligation on the part of
Purchaser and Sellers.


 


8.             SELLERS’
COVENANTS


 


Each Seller, severally and not jointly and subject to Subsection
8(l) below, hereby covenants with Purchaser as follows:


 


(a)           Prior to the Closing,
except as described in the Disclosed/Permitted Matters, such Seller shall
neither execute any new Applicable Lease, nor terminate, renew, amend or modify
any existing Applicable Lease without Purchaser’s prior written consent, which
shall not be unreasonably withheld or delayed. Prior to the Closing, except as
described in the Disclosed/Permitted Matters, such Seller shall not, without
Purchaser’s prior consent, which shall not be unreasonably withheld or delayed,
accept from any of the Tenants payment of rent or other charges more than one
month in advance or apply any security deposit to rent due from any Tenant.


 


(b)           Prior to the Closing,
except as described in the Disclosed/Permitted Matters, such Seller shall not,
without the prior written consent of Purchaser, which shall not be unreasonably
withheld or delayed, enter into any Contract with respect to the Applicable
Property which (i) will survive the Closing and materially affect the use,
operation or enjoyment of the Applicable Property after the Closing and (ii)
would not be permitted to be executed by SCI under the Master Lease after the
Closing without the consent of Purchaser.


 


20

















 


(c)           The existing insurance
policies, or equivalent coverage, with respect to its Applicable Property shall
remain continuously in force through the day of the Closing.


 


(d)           At all times prior to the
Closing, such Seller shall operate and manage the Applicable Property in the
ordinary and usual course consistent with past practice, maintaining present
services, and shall maintain the Applicable Property in good repair and working
order, shall keep on hand sufficient materials, supplies, equipment and other
personal property for the efficient operation and management of the Applicable
Property in the ordinary and usual course consistent with past practice, and
shall perform when due all of Seller’s obligations under the Applicable Leases,
Contracts, Governmental Approvals and other agreements relating to such
Property and otherwise in accordance with applicable laws, ordinances, rules
and regulations affecting such Property. Except as otherwise provided herein or
as described in the Disclosed/Permitted Matters, Seller shall deliver the
Applicable Property at the Closing in substantially the same condition as it
was on the date hereof, reasonable wear and tear excepted. None of the tangible
personal property included in its Applicable Property shall be removed from the
Applicable Real Property, unless replaced by tangible personal property of
equal or greater utility and value.


 


(e)           Such Seller shall pay, or
cause to be paid, in the ordinary and usual course consistent with past
practice all bills and invoices for labor, goods, material and services of any
kind relating to the Applicable Property, utility charges, and employee salary
and other accrued benefits relating to the period prior to the Closing.


 


(f)            Such Seller agrees to
pay, or cause to be paid, in the ordinary and usual course consistent with past
practice any brokerage or leasing fee or similar commission or other
compensation with respect to the Applicable Leases which is or will become due
and payable prior to or after the Closing.


 


(g)           All alterations,
installations and other tenant or other improvement work required to be
performed prior to the Closing under the Applicable Leases or otherwise with
respect to the Applicable Property and all tenant improvement allowances which
lessor under the Applicable Leases is obligated to pay to Tenants prior to the
Closing shall be completed and paid in full in the ordinary and usual course
consistent with past practice, which completion may occur after the Closing. No
alteration, installation or other tenant or other improvement work which would
constitute a Material Alteration under the Master Lease and is not described in
the Disclosed/Permitted Matters, shall be commenced without the prior written
consent of Purchaser.


 


(h)           After the date hereof and
prior to the Closing, except as described in the Disclosed/Permitted Matters,
no part of its Applicable Property, or any interest therein, will be alienated,
licensed, encumbered or otherwise transferred. Such Seller shall make or cause
to be made all payments of principal and interest required under any mortgages
encumbering the Applicable Property which are due and payable prior to the
Closing.


 


21

















 


(i)            With respect to the
Boulder Property, Boulder Station shall not amend, modify, supplement or
otherwise alter the terms of the Boulder Ground Lease.


 


(j)            Such Seller shall
promptly notify Purchaser of any change in any condition with respect to the
Applicable Property or of any event or circumstance which makes any
representation or warranty of such Seller to Purchaser under this Agreement
untrue or misleading, or any covenant of such Seller under this Agreement
incapable of being performed.


 


(k)           Such Seller shall submit
to Purchaser and Purchaser’s Lender for their reasonable approval of the form
of limited liability company agreement of such Seller’s Applicable Seller
Subsidiary Entity to be executed on the date of formation of such Seller
Subsidiary Entity which agreement shall contain such provisions as are required
under Purchaser’s Loan Documents.


 


(l)            Notwithstanding any
provision of this Section 8, (i) nothing in this Section 8 shall
prohibit, restrict or require any action by any Seller with respect to any
Applicable Property which would be permitted or not required to be taken under
the Master Lease and Subleases after the Closing, (ii) in no event shall any
action taken by, with the written consent of, or at the written direction of,
any of the Fertittas (and not also at the direction or with the concurrence of
the Board of Directors of SCI (acting with the concurrence of the Special
Committee) or the Special Committee) constitute a violation by any Seller of
this Section 8, and (iii) in the event of any conflict between any terms
and provisions set forth in this Section 8 and those set forth in the
Merger Agreement, the terms and provisions of the Merger Agreement shall
supersede and control the terms and provisions of this Section 8.


 


9.             SELLERS’ CLOSING DOCUMENTS


 


9.1           On or before the Closing,
each Seller shall deliver or cause to be delivered to Purchaser (either
directly or in the case of the documents described in subsections (a), (b) and
(k) below, through the Title Company) the following with respect to its
Applicable Seller Subsidiary Entity or its Applicable Property:


 


(a)           One (1) grant, bargain, sale deed with respect
to the Applicable Real Property (the “Deed”)
in recordable form conveying such Real Property to its Applicable Seller
Subsidiary Entity, duly executed by Seller and in substantially the form as set
forth in Exhibit K-1 attached hereto;


 


(b)           With respect to the Boulder
Property, one (1) assignment of lease (the
“Assignment of Lease”)
in recordable form assigning the leasehold estate as tenant under the Boulder
Ground Lease held by Boulder Station to its Applicable Seller Subsidiary
Entity, duly executed by Boulder Station, in substantially the form as set
forth in Exhibit K-2 attached hereto;


 


(c)           With respect to the Boulder
Property, one (1) executed Ground Lessor Estoppel Certificate and one (1)
executed Fee Mortgagee Estoppel Certificate;


 


22

















 


(d)           Three (3) originals of a
bill of sale and assignment conveying to its Applicable Seller Subsidiary
Entity all right, title and interest of such Seller in, to and under its
Applicable Personal Property, duly executed and acknowledged by such Seller and
in substantially the same form as set forth in Exhibit L attached
hereto;


 


(e)           Three (3) originals of an
assignment and assumption agreement conveying to its Applicable Seller
Subsidiary Entity (i) those Contracts for the Applicable Property listed on Schedule
2 attached hereto (the “Assigned Contracts”),
and (ii) the Intangible Personal Property 
included in the Applicable Personal Property, to the extent assignable,
in substantially the same form as set forth in Exhibit M attached
hereto;


 


(f)            Three (3) originals of an
assignment and assumption agreement of those Leases for the Applicable Property
listed on Schedule 3 attached hereto (the “Assigned
Leases”), in substantially the same form as set forth in Exhibit N
attached hereto;


 


(g)           Three (3) originals of an
affidavit from the Seller which satisfies the requirements of Section 1445 of
the Code, as amended, in substantially the same form as set forth in Exhibit O
attached hereto;


 


(h)           Three (3) originals of an
assignment and assumption agreement conveying to Purchaser the Applicable
Subsidiary Entity Interests, in substantially the same form as set forth in Exhibit P
attached hereto;


 


(i)            Three (3) originals of the
Sublease with respect to its Applicable Property, duly executed and acknowledged
by SCI and such Seller;


 


(j)            Three (3) originals of a
Memorandum of Sublease, duly executed and acknowledged by SCI and such Seller,
in substantially the same form as set forth in Exhibit Q attached
hereto;


 


(k)           Reasonable proof of the
authority of Seller’s signatories, and reasonable evidence of the due
authorization, execution and delivery by Seller of this Agreement and the other
documents delivered by Seller hereunder, and the due organization or formation
and good standing of Seller in the State of Nevada;


 


(l)            An affidavit of Seller
dated as of the Closing Date as customarily required by the Title Company,
addressed to the Title Company, certifying among other things, with respect to
(a) the status of services performed or materials supplied with respect to the
Real Property during the period preceding the Closing Date for which, under
local law, lien rights may exist and (b) tenants or other parties in or
claiming or asserting rights to possession of the Applicable Property, other
than the Tenants pursuant to the Leases; and


 


(m)          Any other documents
reasonably required by Purchaser or the Title Company or called for hereunder
which have not previously been delivered, in order to consummate the
transaction contemplated by this Agreement.


 


23

















 


9.2           On or before the Closing,
Sellers shall deliver or cause to be delivered to Purchaser (either directly or
in the case of the documents described in subsection (b) below, through the
Title Company) the following with respect to the Properties:


 


(a)           Three (3) originals of the
Master Lease, duly executed and acknowledged by SCI;


 


(b)           Three (3) originals of a
Memorandum of Master Lease, duly executed and acknowledged by SCI, in
substantially the same form as set forth in Exhibit R attached
hereto; and


 


(c)           Three (3) originals of a
guaranty by SCI of the obligations of each Seller under this Agreement, in
substantially the same form as set forth in Exhibit S attached
hereto.


 


10.          PURCHASER’S CLOSING DOCUMENTS


 


10.1         On or before the Closing,
Purchaser shall deliver to the Seller of the Applicable Subsidiary Entity
Interest the following:


 


(a)           Duly executed counterparts
of the documents listed in Sections 9.1(h) and Sections 9.2(a)
and (b);


 


(b)           The Purchase Price by wire
transfer, together with such sums necessary to pay Purchaser’s net adjustments,
costs and expenses;


 


(c)           Reasonable proof of the
authority of Purchaser’s signatories and reasonable evidence of the due
authorization, execution and delivery by Purchaser of this Agreement and the
other documents delivered by Purchaser hereunder and the due organization or
formation and good standing or qualification to do business, in all relevant
jurisdictions, of Purchaser; and


 


(d)           Any other documents
reasonably required by such Seller or called for hereunder which have not
previously been delivered, in order to consummate the transaction contemplated
by this Agreement.


 


11.          CLOSING


 


The purchase and sale
contemplated herein shall close (the “Closing”)
at (i) the offices of Milbank, Tweed, Hadley & McCloy LLP, located in Los
Angeles, California, immediately following the closing of the transactions
contemplated under the Merger Agreement or (ii) at such other place and time
or on such other date as Purchaser and Sellers may agree in writing (the actual
date of the Closing, the “Closing Date”).


 


24

















 


12.          EXPENSES AND CLOSING COSTS


 


Except as otherwise specifically provided herein, each
party shall pay its own costs and expenses in connection with the transactions
contemplated hereby, including the fees and expenses of its attorneys,
accountants, consultants and engineers. For each Property, Purchaser shall pay
Fifty Percent (50%) of the fees for recording the Deed, and with respect to the
Boulder Property, the Assignment of Ground Lease, the Memorandum of Master
Lease, the Memoranda of Subleases and any other documents customarily recorded,
any documentary or transfer taxes due in connection with the consummation of
the transactions contemplated herein, the cost of the Title Policies issued by
the Title Company (including the costs of any endorsements relating to the
Property) and the cost of any updated survey requested by Purchaser in
connection with the Title Policy. Each Seller shall pay Fifty Percent (50%) of
the fees for recording the Deed, and with respect to the Boulder Property, the
Assignment of Ground Lease, the Memorandum of Master Lease, the Memorandum of
Sublease of its Applicable Property and any other documents customarily
recorded, any documentary or transfer taxes due, if any, in connection with the
consummation of the transactions contemplated herein, the cost of the Title
Policy with respect to its Applicable Property issued by the Title Company
(including the costs of any endorsements relating to the Property) and the cost
of any updated survey of its Applicable Property requested by Purchaser in
connection with the Title Policy. If any fees, taxes, charges or other sums
(excluding any income taxes payable by any party hereto) are required by law to
be paid in connection with the consummation of the transactions contemplated by
this Agreement to occur on the Closing Date and the payment of same is not
allocated between the parties by the terms of this Agreement, then the cost of
same shall be paid by the party as is customary in Las Vegas, Nevada. The
provisions of this Section 12 shall survive the Closing and the termination
of this Agreement.


 


13.          LOSS BY CASUALTY OR CONDEMNATION


 


13.1         Each Seller shall give
Purchaser prompt notice of (i) any casualty affecting all or any portion of its
Applicable Property between the Effective Date and the Closing Date, and (ii)
any actual taking or condemnation of all or any portion of its Applicable
Property or any planned or pending condemnation action as to which such Seller
has received written notice from the condemning authority.


 


13.2         In the event that a particular
Property suffers damage or destruction subsequent to the Effective Date but
prior to the Closing Date (a “Casualty”) or a
transfer of title or possession of all or any part of a particular Property by
condemnation occurs (a “Taking”), the
Closing shall take place as provided herein without abatement of the Purchase
Price for such Property, and there shall be assigned to Purchaser or the
Applicable Seller Subsidiary Entity at the Closing all interest of the Seller
of such Property in all proceeds of insurance policies maintained by Seller or
SCI which may be payable to such Seller on account of such Casualty or any
award which may be payable to such Seller on account of such Taking. Any such
proceeds or award that are assigned to Purchaser or the Applicable Seller
Subsidiary Entity shall be used by Purchaser to restore the Property pursuant
to the Master Lease unless such restoration is not possible in the case of a
Taking. Notwithstanding the foregoing, Purchaser shall have the right to elect
not to purchase such affected Property by giving notice to Sellers prior to the
Closing Date if such Casualty or Taking results in a Portfolio MAE as
determined in accordance with the Commitment Letter. Upon the occurrence of a
Portfolio MAE as determined in accordance with the Commitment Letter and the
election by Purchaser not to purchase an affected Property 


 


25

















 


pursuant to the preceding sentence, the Sellers other
than the Seller of the affected Property shall have the right to terminate this
Agreement and not consummate the transactions contemplated herein by giving
Purchaser notice of such election at any time prior to the Closing. In the
event that Purchaser’s Lender shall designate
real property interests comprising one or more casino and hotel projects owned
by SCI or through its subsidiaries (the “Substituted Properties”)
to be conveyed to a Seller Subsidiary Entity, the Subsidiary Entity Interests
of which would be conveyed to Purchaser in lieu of the Subsidiary Entity
Interests of the Seller Subsidiary Entity owning or to own such affected
Property so as to avoid the Portfolio MAE (a “Property
Substitution”); Purchaser and Sellers shall enter into an amendment to this Agreement
and modify the terms of the Master Lease and Subleases, as appropriate, in
order to adjust the Purchase Price of each Applicable Subsidiary Entity
Interest and rents under the Master Lease and the Sublease of each Applicable
Property so affected in a manner reasonably acceptable to Purchaser, Sellers
and Purchaser’s Lender; provided, however, that (i) the designation and
conveyance of such Substituted Properties shall be subject to compliance with
the other terms and conditions of the Merger Agreement; (ii) all parties shall
act reasonably in implementing the Property Substitution consistent with the
objective of avoiding the Portfolio MAE while preserving the material terms set
forth in the Merger Agreement; and (iii) in no event shall such Property
Substitution result in an inability to render the opinions contemplated in the
Merger Agreement.


 


13.3         Unless Purchaser shall have
properly given notice of its election not to purchase such Property affected by
such Casualty or Taking as provided above, Purchaser shall be entitled to
participate in the adjustment of the claims with respect to such Casualty or
Taking (other than claims which SCI or such Seller could separately make with
respect to such Taking under the Master Lease), and the applicable Seller shall
not compromise, settle or adjust any such claims without Purchaser’s prior
written consent.


 


13.4         Each Seller shall retain the
risk of loss or damage with respect to its Applicable Property until title
passes, which shall occur on the Closing Date. The provisions of this Section 13 shall survive the Closing.


 


14.          DEFAULT


 


14.1         In the event the sale of
Applicable Subsidiary Entity Interests as contemplated hereunder
is not consummated because of a material default under this Agreement on the
part of a particular Seller, Purchaser shall have the right to terminate this
Agreement either in its entirety or with respect to the Applicable Subsidiary
Entity Interests or the right to seek specific performance of
such Seller’s obligations under this Agreement (and all reasonable costs and
expenses incurred in enforcing its rights hereunder, including reasonable
attorneys’ fees).


 


14.2         In the event the sale of
the Applicable Subsidiary Entity Interests as contemplated hereunder
is not consummated because of a material default under this Agreement on the
part of Purchaser, Seller of such Applicable Subsidiary
Entity Interests shall have the right to terminate this Agreement either in its
entirety or with respect to such Subsidiary Entity Interests, the
right to seek specific performance of Purchaser’s obligations under this
Agreement


 


26

















 


(and all reasonable costs and expenses incurred in
enforcing its rights hereunder, including reasonable attorneys’ fees) and all
other rights and remedies at law or in equity.


 


15.          BROKER’S COMMISSION


 


15.1         Purchaser represents and
warrants that no brokerage commission, finder’s fee or other compensation is
due or payable by reason of Purchaser’s actions in the transaction contemplated
hereby. Purchaser agrees to indemnify and hold harmless each Seller from and
against any losses, damages, costs and expenses (including attorney’s fees)
incurred by Seller by reason of any breach or inaccuracy of the representation
and warranty contained in this Section 15.1.


 


15.2         Each Seller, severally and
not jointly, represents and warrants that no brokerage commission, finder’s fee
or other compensation is due or payable by reason of such Seller’s actions in
the transaction contemplated hereby. Each Seller, severally and not jointly,
agrees to indemnify and hold harmless Purchaser from and against any losses,
damages, costs and expenses (including attorney’s fees) incurred by Purchaser
by reason of any breach or inaccuracy of the representation and warranty
contained in this Section 15.2.


 


15.3         The provisions of this Section
15 shall survive the termination of this Agreement or the Closing.


 


16.          INDEMNIFICATION.


 


16.1         Each Seller, severally and
not jointly, shall indemnify Purchaser and Purchaser’s Lender in respect of, and hold each of them harmless
from and against, any and all Losses suffered, incurred or sustained by any of
them or to which any of them becomes subject, resulting from, arising out of or
relating to any (a) breach of representation or warranty of such Seller or its
Applicable Seller Subsidiary Entity or (b) nonfulfillment of or failure to
perform any covenant or agreement on the part of such Seller or its Applicable
Seller Subsidiary Entity contained in this Agreement. Purchaser shall indemnify
each Seller and hold each Seller harmless from and against, any and all Losses
suffered, incurred or sustained by any of them or to which any of them becomes
subject, resulting from, arising out of or relating to any (a) breach of
representation or warranty of Purchaser or (b) nonfulfillment of or failure to
perform any covenant or agreement on the part of Purchaser contained in this
Agreement. Notwithstanding any
provision of this Agreement to the contrary, Sellers shall have no liability
under this Section or otherwise under this Agreement for the breach of any
representation or warranty herein if such breach is Known to Purchaser’s Lender
as of the Effective Date; provided however that the foregoing shall not apply
to any Excepted Claims.


 


16.2         Other than with respect to
Excepted Claims, which are not limited, Purchaser will not be entitled to seek
indemnification under this Section 16 unless and until the amount of all
Losses subject to indemnification hereunder has accumulated to a threshold of $25,000,000,
after which Purchaser will be entitled to the full amount of all such Losses,
including amounts below such threshold, subject to the immediately following
sentence. In no event shall the aggregate liability incurred by any Seller
pursuant to this Section 16 exceed an 


 


27

















 


amount equal to the Purchase Price for its Applicable
Property set forth in Section 3.1 above other than with respect to
Excepted Claims.


 


17.          MISCELLANEOUS.


 


17.1         It is the intent of
Purchaser and Sellers that the transactions contemplated by this Agreement
constitute a “true purchase” and “true sale” of the Subsidiary Entity Interests
of all of the Seller Subsidiary Entities. Notwithstanding anything to the
contrary contained herein, this Agreement shall not be deemed or construed to
make the parties hereto partners or joint venturers nor establish a
borrower/lender or mortgagor/mortgagee relationship, it being the intention of
the parties to create the relationship of sellers and purchaser with respect to
the Subsidiary Entity Interests and indirectly the Properties to be conveyed as
contemplated hereby.


 


17.2         Notwithstanding anything to
the contrary contained herein, in no event shall the term “Properties”
include any Gaming Equipment, any Gaming License or any interest therein and
Purchaser acknowledges, confirms and agrees that it will acquire no interest
in, or rights with respect to, any Gaming Equipment or Gaming License held by
any Seller.


 


17.3         This Agreement is the entire
Agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements between the parties with respect to the
matters contained in this Agreement. No prior understandings, agreements,
representations or other oral or written communications between the parties,
including drafts of this Agreement, shall be used in interpreting any provision
of this Agreement. Any waiver, modification, consent or acquiescence with
respect to any provision of this Agreement shall be set forth in writing and
duly executed by or on behalf of the party to be bound thereby. No waiver by
any party of any breach hereunder shall be deemed a waiver of any other or
subsequent breach.


 


17.4         This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute one and the
same instrument. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon
provided such signature page is attached to any other counterpart identical
thereto except having additional signature pages executed by other parties to
this Agreement attached thereto.


 


17.5         Time is of the essence in
the performance of and compliance with each of the provisions and conditions of
this Agreement.


 


17.6         All notices, requests and
other communications to any part hereunder shall be in writing (including
facsimile or similar writing) and shall be given:


 


if to Purchaser, to:


 


c/o Fertitta Colony
Partners LLC


2960 West Sahara Avenue, Suite 200


Las Vegas, Nevada 89102


Attention:  Frank J. Fertitta III


Fax:  (702) 367-9675


 


28

















 


with copies (which shall
not constitute notice) to:


 


Milbank, Tweed, Hadley
& McCloy LLP


601 S. Figueroa Street,
30th Floor


Los Angeles, California
90017


Attention:  Kenneth J. Baronsky


Fax:  (213) 892-4733


 


Colony Capital
Acquisitions, LLC


1999 Avenue of the Stars,
Suite 1200


Los Angeles, California
90067


Attention: Jonathan H.
Grunzweig


Fax: (310) 407-7407


 


and


 


Willkie Farr &
Gallagher LLP


787 Seventh Avenue


New York, New York 10019


Attention: Thomas
Cerabino


Fax:  (212) 728-9208


 


if to any Seller, to:


 


Station Casinos, Inc.


1505 South Pavilion Center
Drive


Las Vegas, Nevada  89135


Attention:  General Counsel


Fax:  (702) 495-4260


 


or such other address or facsimile number as such
party may hereafter specify by notice to the other parties hereto. Each such
notice, request or other communication shall be effective (i) if given by
facsimile, when such facsimile is transmitted to the facsimile number specified
above and electronic confirmation of transmission is received or (ii) if
given by any other means, when delivered at the address specified in this Section 17.6.


 


17.7         The parties hereto agree to
do such further acts as may be reasonably necessary to carry out the provisions
of this Agreement.


 


17.8         The making, execution and
delivery of this Agreement by the parties hereto has been induced by no
representations, statements, warranties or agreements other than those
expressly set forth herein.


 


17.9         Wherever possible, each
provision of this Agreement shall be interpreted in such a manner as to be
valid under applicable law, but, if any provision of this Agreement shall be
invalid or prohibited thereunder, such invalidity or prohibition shall be
construed as if such invalid or prohibited provision had not been inserted
herein and shall not affect the remainder of such provision or the remaining provisions
of this Agreement.


 


29

















 


17.10       Each party hereto has received
independent legal and other advice from its attorneys and accountants with
respect to the advisability of executing this Agreement, the tax implications
thereof and the meaning of the provisions hereof. The language in all parts of
this Agreement shall be in all cases construed simply according to its fair
meaning and not strictly for or against any of the parties hereto. Section
headings of this Agreement are solely for convenience of reference and shall
not govern the interpretation of any of the provisions of this Agreement.


 


17.11       This Agreement shall be
governed by and construed in accordance with the laws of the State of Nevada,
without regard to principles of conflicts of law. Each of Seller and Purchaser
hereby submits to the jurisdiction of the state and federal courts located in
Clark County, Nevada and each hereby irrevocably consents to the service of
process by certified mail to the addresses set forth in Section 17.6.


 


17.12       Each of Purchaser and Sellers
irrevocably waives, to the fullest extent permitted by applicable law, any
objection that it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.


 


17.13       If any action is brought by
Purchaser against any Seller or by any Seller against Purchaser, the prevailing
party shall be entitled to recover from the other party reasonable attorneys’
fees, costs and expenses incurred in connection with the prosecution or defense
of such action. For purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees and costs”
shall mean the fees and expenses of counsel to the parties hereto, which may
include printing, photostating, duplicating and other expenses, air freight
charges and fees billed for law clerks, paralegals, librarians and other
persons not admitted to the bar but performing services under the supervision
of an attorney.


 


17.14       This Agreement shall be
binding upon and inure to the benefit of each of the parties hereto and to
their respective transferees, successors, and assigns; provided, however,
that neither this Agreement nor any of the rights or obligations of any party
hereunder shall be transferred or assigned by such party, without the prior
written consent of the other parties to this Agreement, in each instance, which
consent may be granted or withheld in such parties’ sole and absolute
discretion; provided, further, that (i) any assignment by
Purchaser to an entity in which Purchaser has a controlling interest or which
is under common control with Purchaser shall not require the consent of Sellers
and (ii) Purchaser may collaterally assign and encumber its rights and
interests hereunder to Purchaser’s Lender. In the event the rights and
obligations of Purchaser shall be assigned and delegated in accordance with
this Section 17.14, then the assignee will be substituted in place of
Purchaser in the relevant documents executed or delivered pursuant to this
Agreement and shall assume in writing all of Purchaser’s duties and obligations
hereunder and thereunder.


 


17.15       The rights and obligations of
the parties are as expressly set forth in this Agreement, and the parties
intend that such rights and obligations shall be strictly limited to those
expressly set forth herein. Purchaser and Sellers voluntarily and
unconditionally waive all rights, privileges or defenses which it might
otherwise have, by implication, by law or otherwise, to the fullest extent
permitted by law.


 


30

















 


17.16       All Schedules and Exhibits
attached hereto are incorporated herein by reference.


 


17.17       Neither this Agreement nor any
memorandum thereof shall be recorded or filed in the public land or other
public records of any jurisdiction by any party and any attempt to do so may be
treated by the other parties as a material breach of this Agreement.


 


[Signature Page Follows]


 


31

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their duly
authorized representatives as of the date first above written.


 


	
  SELLERS:

  	
  BOULDER STATION, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  PALACE STATION HOTEL & CASINO, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
  SUNSET STATION, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHARLESTON STATION, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  WITHDRAWING PARTIES:

  	
  SANTA FE STATION, INC.,

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIESTA STATION HOLDINGS, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer

  
	
   

  	
   

  



 


32

















 


	
   

  	
  LAKE MEAD STATION HOLDINGS, LLC,

  
	
   

  	
  a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Senior Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASER:

  	
  FCP NEWCO, LLC,

  
	
   

  	
  a Delaware limited
  liability company

  
	
   

  	
  By:

  	
  Station Casinos, Inc., a
  Nevada corporation,

  
	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Thomas M.
  Friel

  
	
   

  	
  Name: Thomas M. Friel

  
	
   

  	
  Title:   Executive Vice President,
  Chief

  
	
   

  	
              Accounting
  Officer & Treasurer

  



 


33