Exhibit 10.13




 





 


 


EQUITYHOLDERS AGREEMENT


 


 


OF


 


 


STATION CASINOS, INC., 



FERTITTA COLONY PARTNERS LLC



AND



FERTITTA PARTNERS LLC


 


 


Dated
as of November 7, 2007




 


 





 















EQUITYHOLDERS AGREEMENT

OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC



TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1. DEFINITIONS

  	
  2

  
	
  Section 1.1

  	
  Definitions

  	
  2

  
	
  Section 1.2

  	
  Rules of
  Interpretation

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2. BOARD OF DIRECTORS OF STATION

  	
  8

  
	
  Section 2.1

  	
  Board of
  Directors

  	
  8

  
	
  Section 2.2

  	
  Station
  Executives

  	
  12

  
	
  Section 2.3

  	
  Other
  Activities and Competition

  	
  12

  
	
  Section 2.4

  	
  Directors’
  Insurance

  	
  12

  
	
  Section 2.5

  	
  Additional
  Shares; Preemptive Rights

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3. TRANSFERS OF INTERESTS

  	
  13

  
	
  Section 3.1

  	
  General

  	
  13

  
	
  Section 3.2

  	
  Further
  Requirements with respect to Transfers of Shares

  	
  14

  
	
  Section 3.3

  	
  Indirect
  Transfers

  	
  15

  
	
  Section 3.4

  	
  Transfer
  Provisions with respect to Station

  	
  15

  
	
  Section 3.5

  	
  Transfer
  Provisions with respect to FCP and Fertitta Partners

  	
  18

  
	
  Section 3.6

  	
  Initial
  Public Offering

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4. NAMED EXECUTIVE MEMBER LOANS

  	
  23

  
	
  Section 4.1

  	
  Named
  Executive Member Loans

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5. ISSUANCE OF CLASS C UNITS

  	
  23

  
	
  Section 5.1

  	
  Issuance of Class C
  Units

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6. MISCELLANEOUS

  	
  23

  
	
  Section 6.1

  	
  Amendments

  	
  23

  
	
  Section 6.2

  	
  Notices

  	
  24

  
	
  Section 6.3

  	
  Entire
  Agreement

  	
  24

  
	
  Section 6.4

  	
  Governing
  Law

  	
  24

  
	
  Section 6.5

  	
  Severability

  	
  24

  
	
  Section 6.6

  	
  Effect

  	
  24

  
	
  Section 6.7

  	
  Captions

  	
  24

  
	
  Section 6.8

  	
  Counterparts

  	
  24

  
	
  Section 6.9

  	
  Waiver of
  Trial by Jury

  	
  25

  
	
  Section 6.10

  	
  Binding
  Arbitration

  	
  25

  



 


i















	
  Section 6.11

  	
  Gaming
  Suitability

  	
  25

  
	
  Section 6.12

  	
  Restructuring,
  Exchanges, etc., Affecting the Shares

  	
  25

  
	
  Section 6.13

  	
  Conflict
  with Bylaws, Articles of Incorporation or FCP Voteco Operating Agreement

  	
  26

  
	
  Section 6.14

  	
  Supermajority
  Consent Not Required

  	
  26

  
	
   

  
	
  Schedule I

  	
  -

  	
  Major Actions

  
	
  Schedule II

  	
  -

  	
  Ownership of Station Stock

  
				



 


ii















EQUITYHOLDERS AGREEMENT



OF



STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


This EQUITYHOLDERS AGREEMENT (this “Agreement”)
of Station Casinos, Inc., a Nevada corporation (“Station”),
Fertitta Colony Partners LLC, a Nevada limited liability company (“FCP”),
and Fertitta Partners LLC, a Nevada limited liability company (“Fertitta
Partners”), dated as of November 7, 2007, is entered into by and among
Station, FCP, Fertitta Partners, FCP Holding, Inc., a Nevada corporation (“Holding”),
FCP VoteCo LLC, a Nevada limited liability company (“FCP VoteCo”, and,
together with Holding and Fertitta Partners, the “Station Stockholders”)
and the Members of FCP and Fertitta Partners listed on the signature pages hereof
(the “Members”, and together with the Station Stockholders, the “Equityholders”).
Capitalized terms used herein and not otherwise defined herein has the meanings
set forth in Section 1.1.


 


RECITALS


 


WHEREAS,
on November 7, 2007, Station consummated the transactions contemplated by
that certain Agreement and Plan of Merger by and among Station, FCP, and FCP
Acquisition Sub, a Nevada corporation (“FCP Merger Sub”), as amended by
that certain Amendment to Agreement and Plan of Merger dated by and among
Station, FCP and FCP Merger Sub dated as of May 4, 2007 (the “Merger
Agreement”); and


 


WHEREAS,
in connection with the consummation of the transactions contemplated by the
Merger Agreement, the Members acquired their interests in FCP and Fertitta
Partners, respectively; and


 


WHEREAS, following
the consummation of the Merger, the Station Stockholders hold that number and class of
shares of common stock of Station as set forth on Schedule II; and


 


WHEREAS, as a result
of the direct and indirect interests of FCP and Fertitta Partners in Station,
the Members have a common interest in regulating the disposition of the Members’
interests of FCP and Fertitta Partners and certain other matters relating to
the direct and indirect ownership of Station by FCP and Fertitta Partners; and


 


WHEREAS,
the Station Stockholders desire to organize their mutual relationship as the
principal stockholders of Station and their participation in the governance of
Station, and FCP, Fertitta Partners and the Members desire to (i) restrict
the sale, assignment, transfer, 


 















encumbrance or other disposition of the Units and (ii) provide for
certain other rights and obligations relating to the Units.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
promises and covenants contained herein, the parties hereto agree as follows:


 


ARTICLE 1. DEFINITIONS


 


Definitions 
The following terms used in this Agreement shall have the following
meanings.


 


“Affiliate” of an Equityholder means
any other Person controlling, controlled by or under common control with such
Equityholder. For the purpose of this definition, the term “control” (including
with correlative meanings, the terms “controlling,” “controlled by” and “under
common control with”), as used with respect to any Equityholder, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, either through the
ownership of a majority of such Person’s Voting Stock, by contract or
otherwise.


 


“Agreement” has the meaning set forth
in the preamble hereto.


 


“Board of Directors” means the Board
of Directors of Station established pursuant to Section 2.1(a) hereof.


 


“Board of Managers” means the Board of
Managers of FCP, Fertitta Partners or FCP VoteCo, as applicable, established
pursuant to the FCP Operating Agreement, the Fertitta Partners Operating
Agreement or the FCP VoteCo Operating Agreement, respectively.


 


“Business Day” means any day other
than a Saturday, Sunday or a day on which commercial banks are authorized or
required to close in New York City, New York or the State of Nevada.


 


“Bylaws” means the Amended and
Restated Bylaws of Station, as amended, modified or supplemented from time to
time.


 


“Capital Stock” means (i) with
respect to any Person that is a corporation, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate
stock; and (ii) with respect to any other Person, any and all partnership,
member’s, membership or other equity interests of such Person.


 


“Cause” for the removal of any
Director means such director has been found unsuitable by a Gaming Authority.


 


“Class A Member(s)” means the
Members holding Class A Units.


 


2















“Class A Units” means Units of
FCP or Fertitta Partners, as applicable, designated as “Class A Units”
under the FCP Operating Agreement or Fertitta Partners Operating Agreement,
respectively.


 


“Class B Member(s)” means the
Members holding Class B Units.


 


“Class B Units” means Units of
FCP or Fertitta Partners, as applicable, designated as “Class B Units”
under the FCP Operating Agreement or Fertitta Partners Operating Agreement,
respectively.


 


“Class C Member(s)” means the
Members holding Class C Units.


 


“Class C Units” means Units of
FCP or Fertitta Partners, as applicable, designated as “Class C Units”
under the FCP Operating Agreement or Fertitta Partners Operating Agreement,
respectively.


 


“Code” means the Internal Revenue Code
of 1986, as amended from time to time (or any succeeding law).


 


“Common Stock” means the non-voting
common stock, $0.01 par value per share, and the voting common stock, $0.01 par
value per share, of Station.


 


“Disability” means a Person is unable
to perform the duties arising as a result of his position or employment by
Parent by reason of any medically determinable physical or mental impairment
that can reasonably be expected to last for a continuous period of not less
than 12 months.


 


“Dragged Members” has the meaning set
forth in Section 3.5.3(a).


 


“Dragged Stockholders” has the meaning
set forth in Section 3.4.3(a).


 


“Dragging Members” has the meaning set
forth in Section 3.5.3(a).


 


“Dragging Stockholders” has the
meaning set forth in Section 3.4.3(a).


 


“Drag Subject Company” has the meaning
set forth in Section 3.5.3(a).


 


“Equityholders” has the meaning set
forth in the preamble hereto.


 


“Equity Interests” of any Person means
Capital Stock of such Person or warrants, options or other rights to acquire
Capital Stock of such Person.


 


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


 


“Family Members” means, with respect
to any individual, such Person’s spouse, children, siblings, parents and all
lineal descendants of such Person’s parents (in each case, natural or adopted).


 


3















“Family Trust” means, with respect to
any individual, a trust, limited partnership or limited liability company
benefiting solely such individual or the Family Members of such individual.


 


“FCP” has the meaning set forth in the
preamble hereto.


 


“FCP Merger Sub” has the meaning set forth
in the Recitals hereof.


 


“FCP Operating Agreement” means that
certain Second Amended and Restated Operating Agreement of FCP dated as of even
date herewith.


 


“FCP VoteCo” has the meaning set forth
in the preamble hereto.


 


“FCP VoteCo Operating Agreement” means
that certain Amended and Restated Operating Agreement of FCP VoteCo dated as of
even date herewith.


 


“Fertitta Partners” has the meaning
set forth in the preamble hereto.


 


“Fertitta Partners Operating Agreement”
means that certain Amended and Restated Operating Agreement of Fertitta
Partners dated as of even date herewith.


 


“Fertitta Units” has the meaning set
forth in Section 2.1(a)(ii).


 


“Gaming Authority” means the Nevada
Gaming Commission, the Nevada State Gaming Control Board, the National Indian
Gaming Commission or any agency of any sovereign entity, state, county, city or
other political subdivision which has, or may at any time after the date
of this Agreement have, jurisdiction over all or any portion of the gaming
activities of Station or any of the Subsidiaries, or over ownership of an
interest in an entity engaged in gaming activities, or any successor to any
such authority.


 


“Gaming Laws” means those laws
pursuant to which any Gaming Authority possesses regulatory, licensing or
permit authority over gaming or the ownership or management thereof within any
jurisdiction and, within the State of Nevada, specifically, the Nevada Gaming
Control Act, as codified in NRS Chapter 463, as amended from time to time,
and the regulations of the Nevada Gaming Authorities promulgated thereunder, as
amended from time to time.


 


“Gaming License” shall mean all
licenses, consents, permits, approvals, authorizations, registrations, findings
of suitability, franchises, entitlements and orders of registration issued by
any Gaming Authority necessary for or relating to the conduct of activities or
the ownership of an interest in an entity engaged in activities under the
Gaming Laws.


 


“Holding” has the meaning set forth in
the preamble hereto.


 


“Initial Public Offering” means the
closing of the first firm commitment underwritten public offering pursuant to a
Registration Statement that became effective after the date hereof covering the
offer and sale of Capital Stock for the account of Station or any Subsidiary or
any successor thereof (including Newco) that owns or controls substantially all
of the assets of Station or its successors to the public, which results in such
Capital Stock being 


 


4















listed for trading on the New York Stock Exchange, American Stock
Exchange or the NASDAQ Global Market or any other national securities exchange.


 


“Major Action” has the meaning set
forth in Section 2.1(f).


 


“Member” has the meaning set forth in
the preamble hereto.


 


“Merger Agreement” has the meaning set
forth in the Recitals hereof.


 


“Named Executive Director” has the
meaning set forth in Section 2.1(a)(i).


 


“Named Executive Members” means FCP Class B
Holdco LLC, a Nevada limited liability company, FJF Investco, LLC, a Nevada
limited liability company, and LJF Investco, LLC, a Nevada limited liability
company, in such Persons’ capacities as Members of FCP and Fertitta Partners.


 


“Named Executive Designees” means FJF
Investco, LLC, a Nevada limited liability company, and/or LJF Investco, LLC, a
Nevada limited liability company; provided that such Person has obtained all
necessary approvals from the Gaming Authorities.


 


“Named Executive Member Loan” has the
meaning set forth in Section 4.1.


 


“Named Executive Member Loan Amount”
has the meaning set forth in Section 4.1.


 


“Named Executive Officers” means Frank
J. Fertitta III and Lorenzo J. Fertitta.


 


“Newco” means the resulting publicly
traded company following the consummation of an Initial Public Offering.


 


“Non-voting Stockholders” means
Holding and Fertitta Partners.


 


“NRS” means the Nevada Revised
Statutes as in effect on the date hereof and as amended hereafter from time to
time.


 


“Offering Member” has the meaning set
forth in Section 3.5.1(a).


 


“Offering Stockholder” has the meaning
set forth in Section 3.4.1(a).


 


“Permitted Transfer” means (a) any
Transfer of Shares or Units, as applicable, by an Equityholder who is not an
individual to any Affiliate of such Equityholder; (b) any redemptions and
other repurchases of Shares or Units by FCP, Fertitta Partners or Station, as
applicable, or any Subsidiary thereof from an employee in connection with the
termination of his or her employment with FCP, Fertitta Partners, Station or
any Subsidiary pursuant to this Agreement, the FCP Operating Agreement, the
Fertitta Partners Operating Agreement, or such employee’s employment agreement;
(c) any pledge of Shares or Class A Units or Class B Units, as
applicable, made pursuant to a bona fide loan transaction which creates a mere
security interest (but not including any foreclosure of such pledge); (d) any
Transfer of Shares or Class A 


 


5















Units or Class B Units, as applicable, by an individual, to a
Family Trust with respect to such individual, or otherwise for estate planning
or similar purposes solely to such individual’s Family Members; and (e) any
distribution by the Sponsor Member of Units of FCP to the limited partners of
such Sponsor Member and/or such Sponsor Member’s parent entities.


 


“Person” means any individual,
partnership, limited liability company, association, corporation, trust or
other entity.


 


“Registration Statement” means, in
connection with the public offering and sale of Equity Interests of Station or
any Subsidiary or any successor thereof (including Newco) that owns or controls
substantially all of the assets of Station, a registration statement (including
pursuant to Rule 415 under the Securities Act) in compliance with the
Securities Act.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


“Selling Member” has the meaning set
forth in Section 3.5.2.


 


“Selling Stockholder” has the meaning
set forth in Section 3.4.2.


 


“Share Drag Sale” has the meaning set
forth in Section 3.4.3(a).


 


“Share Buyer” has the meaning set
forth in Section 3.4.2.


 


“Share Offer” has the meaning set
forth in Section 3.4.1(a)(ii).


 


“Share Offer Letter” has the meaning
set forth in Section 3.4.1(a).


 


“Share Offer Period” has the meaning
set forth in Section 3.4.1(a)(ii).


 


“Share Offerees” has the meaning set
forth in Section 3.4.1(a).


 


“Share Purchaser” has the meaning set
forth in Section 3.4.3(a).


 


“Share Tag Along Notice” has the
meaning set forth in Section 3.4.2.


 


“Share Tag Sale” has the meaning set
forth in Section 3.4.2.


 


“Share Tag Seller” has the meaning set
forth in Section 3.4.2.


 


“Shares” means the Common Stock and
any and all other Capital Stock of Station.


 


“Side Letter Agreement” means that
certain letter agreement dated as of the date hereof by and among the Sponsor
Member, FJF Investco, LLC, a Nevada limited liability company, Frank J.
Fertitta III, LJF Investco, LLC, a Nevada limited liability company, and
Lorenzo J. Fertitta.


 


“Sponsor Director” has the meaning set
forth in Section 2.1(a)(i).


 


6















“Sponsor Member” means FC Investor,
LLC, a Delaware limited liability company, in such Person’s capacity as a
Member of FCP.


 


“Station” has the meaning set forth in
the preamble hereto.


 


“Station Stockholder” has the meaning
set forth in the preamble hereto.


 


“Subject Units” has the meaning set
forth in Section 3.5.1(a).


 


“Subject Shares” has the meaning set
forth in Section 3.4.1(a).


 


“Subsidiaries” means all Persons in
which Station owns, directly or indirectly, a majority of the Voting Stock or
is a general partner or otherwise has the power to control, by agreement or
otherwise, the management and general business affairs of such other Person.


 


“Supermajority” means a majority of
the Board of Directors, including at least one Named Executive Director and one
Sponsor Director, and a majority of the Board of Managers, including at least
one Named Executive Director and one Sponsor Director.


 


“Tag Along Shares” has the meaning set
forth in Section 3.4.2.


 


“Tag Along Units” has the meaning set
forth in Section 3.5.2.


 


“Transfer,” “Transferee” and “Transferor”
have the respective meanings set forth in Section 3.1.


 


“Unit Buyer” has the meaning set forth
in Section 3.5.2.


 


“Unit Purchaser” has the meaning set
forth in Section 3.5.3(a).


 


“Unit Drag Sale” has the meaning set
forth in Section 3.5.3(a).


 


“Unit Offer” has the meaning set forth
in Section 3.5.1(ii).


 


“Unit Offer Letter” has the meaning
set forth in Section 3.5.1(a).


 


“Unit Offer Period” has the meaning
set forth in Section 3.5.1(ii).


 


“Unit Offerees” has the meaning set
forth in Section 3.5.1(a).


 


“Unit Tag Along Notice” has the
meaning set forth in Section 3.5.2.


 


“Unit Tag Sale” has the meaning set
forth in Section 3.5.2.


 


“Unit Tag Seller” has the meaning set
forth in Section 3.5.2.


 


“Units” with respect to any Member,
means the units representing such Member’s interest in FCP or Fertitta
Partners, as applicable, as set forth in the books and records of FCP or
Fertitta Partners, respectively.


 


7















“VoteCo
Sponsor Member” means Thomas J. Barrack, Jr. or such Person who is the
successor to Thomas J. Barrack, Jr. as Chairman and Chief Executive Officer at
Colony Capital, LLC or is designated thereby and is the Transferee of interests
in FCP VoteCo pursuant to the terms of the FCP VoteCo Operating Agreement;
provided that such Person has obtained all necessary approvals from the Gaming
Authorities.


 


“Voting
Stock” of any Person means any Capital Stock or other Equity Interests of
any class or classes of such Person whose holders are entitled under ordinary
circumstances (irrespective of whether at the time stock or other equity
interests of any other class or classes shall have or might have voting power
by reason of the happening of any contingency) to vote for the election of a
majority of the directors, managers, trustees or other governing body of such
Person.


 


Rules of
Interpretation. Unless the context otherwise clearly requires:  (a) a term has the meaning assigned to it;
(b) “or” is not exclusive; (c) wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall
include the singular and the plural, and pronouns stated in either the
masculine, feminine or neuter shall include the masculine, feminine and neuter;
(d) provisions apply to successive events and transactions; (e) all references
in this Agreement to “including” shall be deemed to be followed by the phrase
“without limitation”; (f) all references in this Agreement to designated
“Articles,” “Sections,” “paragraphs,” “clauses” and other subdivisions are to
the designated Articles, Sections, paragraphs, clauses and other subdivisions
of this Agreement, and the words “herein,” “hereof,” “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any
particular Article, Section, paragraph, clause or other subdivision; and (g)
any definition of or reference to any agreement, instrument, document, statute
or regulation herein shall be construed as referring to such agreement,
instrument, document, statute or regulation as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein).


 


ARTICLE 2. BOARD OF DIRECTORS OF STATION


 


Section 2.1                                      Board
of Directors. A Board of Directors shall be established to manage the
business and affairs of Station in accordance with the following terms, and FCP
VoteCo agrees that it will at all times take all such action as is reasonably
required to elect the Board of Directors in accordance with the following
terms:


 


(a)                                  Appointment
and Term of Directors; Vacancies.


 


(i)                                     The
Board of Directors shall consist of up to five (5) directors, or such other
number of members as may be agreed by a Supermajority of the Board of Directors
and shall initially consist of three (3) directors. Subject to Sections
2.1(a)(ii), 2.1(a)(iii), 2.1(a)(iv) and 2.1(a)(v), the Named
Executive Officers shall have the right to appoint up to three (3) members of
the Board of Directors (each, a “Named Executive Director,” and,
collectively, the “Named Executive Directors”), and the VoteCo Sponsor
Member shall have the right to appoint up to two (2) members of the Board of
Directors (each, a “Sponsor Director,” and, collectively, the “Sponsor
Directors”). The Named Executive


 


8












 


Officers shall initially appoint Frank J.
Fertitta III and Lorenzo J. Fertitta as Named Executive Directors and the
VoteCo Sponsor Member shall initially appoint Thomas J. Barrack, Jr. as a
Sponsor Director. Any member of the Board of Directors may resign at any
time upon written notice to Station; provided, however, that,
subject to applicable law, for so long as Frank J. Fertitta III and Lorenzo J.
Fertitta serve as a Chief Executive Officer and/or President of Station, the
Named Executive Officers shall appoint Frank J. Fertitta III and Lorenzo J.
Fertitta to serve as Named Executive Directors. Any such resignation shall take
effect at the time specified therein or, if the time be not specified, upon
receipt thereof, and the acceptance of such resignation, unless required by the
terms thereof, shall not be necessary to make such resignation effective. The
Named Executive Officers shall have the sole right to remove the Named
Executive Directors and the VoteCo Sponsor Member shall have the sole right to
remove the Sponsor Directors; provided that, the VoteCo Sponsor Member
shall remove a Sponsor Director, and the Named Executive Officers shall remove
a Named Executive Director, if there is Cause to remove such Sponsor Director
or Named Executive Director. Subject to Sections 2.1(a)(ii), 2.1(a)(iii),
2.1(a)(iv) and 2.1(a)(v), should any individual designated
or elected as a member of the Board of Directors be unwilling or unable to
serve, or otherwise cease to serve (including by means of removal), a Named
Executive Director vacancy shall be filled by the Named Executive Members and a
Sponsor Director vacancy shall be filled by the VoteCo Sponsor Member.


 


(ii)                                  Upon
the death or Disability of both of the Named Executive Officers, the Board of
Directors shall be appointed as follows: 
(A) if the Named Executive Members continue to own, in the aggregate,
more than fifty percent (50%) of the total Class A Units and Class B
Units issued by FCP and Class A Units and Class B Units issued by
Fertitta Partners (collectively, the “Fertitta Units”) to the Named
Executive Members on the date hereof, the Named Executive Designees shall have
the right to appoint two (2) members of the Board of Directors, which
directors shall be deemed to be Named Executive Directors, and the VoteCo
Sponsor Member shall be entitled to appoint three (3) members of the Board
of Directors, which directors shall be deemed to be Sponsor Directors; (B) if
such Named Executive Members continue to own, in the aggregate, fifty percent
(50%) or less but greater than twenty-five percent (25%) of the total number of
Fertitta Units issued to the Named Executive Members on the date hereof, the
Named Executive Designees shall have the right to appoint one (1) member
of the Board of Directors, the VoteCo Sponsor Member shall be entitled to
appoint three (3) members of the Board of Directors and one (1) member
of the Board of Directors shall be appointed as mutually agreed by such Named
Executive Designees and the VoteCo Sponsor Member; (C) if such Named
Executive Members continue to own, in the aggregate, twenty-five percent (25%)
or less but greater than ten percent (10%) of the total number of Fertitta
Units issued to the Named Executive Members on the date hereof, one (1) member
of the Board of Directors shall be appointed as mutually agreed by the Named
Executive Designees and the VoteCo Sponsor Member, and the VoteCo Sponsor
Member shall be entitled to appoint four (4) members of the Board of
Directors; and (D) if such Named Executive Members continue to own, in the
aggregate, less than ten percent (10%) of the total number of Fertitta Units issued
to the Named Executive Members on the date hereof, the Named Executive
Designees shall not have the right to appoint any members to the Board of
Directors and all members of the Board of Directors shall be 


 


9















appointed by the VoteCo Sponsor Member; provided
that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(ii)(B) or
2.1(a)(ii)(C), then no action of the Board of Directors shall require
the approval of a Supermajority of the Board of Directors; provided, further,
that the Named Executive Designees may only appoint those individuals
listed in the Side Letter Agreement as their designee(s) to the Board of
Directors, and shall make such appointments in the manner set forth in the Side
Letter Agreement, or such other individual(s) reasonably acceptable to the
VoteCo Sponsor Member; provided, further, that the Named
Executive Directors appointed pursuant to Section 2.1(a)(ii)(A) shall
be required to make timely decisions and shall not be permitted to abstain from
any decision that requires the approval of a Supermajority of the Board of
Directors.


 


(iii)                               In
the event at least one Named Executive Officer continues to serve as a member
of the board of directors of Station and as Chief Executive Officer and/or
President of Station, the Board of Directors shall be appointed as
follows:  if the Named Executive Members
continue to own, in the aggregate, twenty-five percent (25%) or less of the
total number of Fertitta Units issued to the Named Executive Members on the
date hereof, the Named Executive Officers and the Named Executive Designees
shall have the right to appoint two (2) members of the Board of Directors,
which directors will be deemed to be Named Executive Directors, and the VoteCo
Sponsor Member shall be entitled to appoint three (3) members of the Board
of Directors, which directors will be deemed to be Sponsor Directors; provided
that if the members of the Board of Directors are being appointed pursuant to
this Section 2.1(a)(iii) and the Named Executive Members
continue to own, in the aggregate, less than ten percent (10%) of the total
number of Fertitta Units issued to the Named Executive Members on the date
hereof, then no action of the Board of Directors shall require the approval of
a Supermajority of the Board of Directors.


 


(iv)                              In
the event at least one Named Executive Officer continues to serve as a member
of the board of directors of Station but neither Named Executive Officer is
serving as the Chief Executive Officer and/or the President of Station, the
Board of Directors shall be appointed as follows:  (A) if the Named Executive Members
continue to own, in the aggregate, more than twenty-five percent (25%) of
the total number of Fertitta Units issued to the Named Executive Members on the
date hereof, the Named Executive Officers and the Named Executive Designees
shall have the right to appoint two (2) members of the Board of Directors,
which directors shall be deemed to be Named Executive Directors and the VoteCo
Sponsor Member shall be entitled to appoint three (3) members of the Board
of Directors, which directors shall be deemed to be Sponsor Directors; (B) if
the Named Executive Members continue to own, in the aggregate,
twenty-five percent (25%) or less but greater than ten percent (10%)
of the total number of Fertitta Units issued to the Named Executive Members on
the date hereof, the Named Executive Officers and the Named Executive Designees
shall have the right to appoint two (2) members of the Board of Directors,
which directors shall be deemed to be Named Executive Directors, the VoteCo
Sponsor Member shall have the right to appoint two (2) members of the
Board of Directors, which directors shall be deemed to be Sponsor Directors,
and one (1) member of the Board of Directors shall be appointed as
mutually agreed by the Named Executive Officers and the Named Executive
Designees and the 


 


10















VoteCo Sponsor Member; and (C) if the
Named Executive Members continue to own, in the aggregate, less than ten
percent (10%) of the total number of Fertitta Units issued to the Named
Executive Members on the date hereof, the Named Executive Officers and the
Named Executive Designees shall have the right to appoint two (2) members
of the Board of Directors, which directors shall be deemed to be Named
Executive Directors, and the VoteCo Sponsor Member shall have the right to
appoint three (3) members of the Board of Directors; provided
that if the members of the Board of Directors are being appointed pursuant to Section 2.1(a)(iv)(B),
2.1(a)(iv)(C) or 2.1(a)(iv)(D), then no action of the Board
of Directors shall require the approval of a Supermajority of the Board of
Directors.


 


(v)                                 In
the event that the members of the Board of Directors are not being appointed
pursuant to Section 2.1(a)(ii) and neither Named Executive
Officer is serving as (i) the Chief Executive Officer and/or President of
Station nor (ii) as a member of the Board of Directors of Station, then
the VoteCo Sponsor Member shall have the right to appoint all of the members of
the Board of Directors and no action of the Board of Directors shall require
the approval of a Supermajority of the Board of Directors.


 


(b)                           Budget.
If a Supermajority of the Board of Directors is required to approve the
establishment of the annual budget or business plan and fails to agree on the
establishment of such annual budget or business plan, the members of the Board
of Directors shall work in good faith to resolve such dispute in a timely
manner and each item in the annual budget or business plan shall be 105% of
such item in the previous year’s annual budget or business plan, subject to any
equitable adjustments for acquisitions, dispositions, new developments or other
material changes to Station’s business.


 


(c)                            Quorum
and Voting. During such period of time as any action of the Board of
Directors could require approval by a Supermajority of the Board of Directors
pursuant to the terms of this Agreement, the presence, in person or by proxy,
of at least one Named Executive Director and one Sponsor Director shall
constitute a quorum for the transaction of business. At any time when no
possible action of the Board of Directors would require the approval of a
Supermajority of the Board of Directors, a whole number of directors equal to
at least a majority  of the entire
Board of Directors, either present or represented by proxy, shall constitute a
quorum for the transaction of business, but if there be less than a quorum at
any meeting of the Board of Directors, a majority of the directors present may adjourn
the meeting from time to time, provided that notice of adjournment and
the time and place of the rescheduled meeting shall be given to all of the
directors not then in attendance. Except as otherwise provided by this
Agreement, the vote of a majority of the directors present at a meeting at
which a quorum is present or at an adjourned meeting shall be the act of the
Board of Directors.


 


(d)                           Proxies.
Each director entitled to vote at a meeting of the Board of Directors may authorize
another director to act for him or her by proxy. Each proxy shall be signed by
the director giving such proxy.


 


(e)                            Expenses;
Compensation. Station shall pay all out-of-pocket expenses incurred by each
director in connection with attending regular and special meetings of the Board
of Directors and any committee of the Board of Directors. Members of the Board
of Directors 


 


11















shall not be entitled to receive compensation for services to Station
or its Subsidiaries in their capacities as members of the Board of Directors or
the board of directors of any Subsidiary.


 


(f)                              Major
Actions. Notwithstanding anything to the contrary in this Agreement, the consent
of a Supermajority of the Board of Directors shall be required for Station to,
or to authorize any of the Subsidiaries to, take any of the actions set forth
on Schedule I (each, a “Major Action”).


 


Section 2.2                                       Station
Executives.


 


So long as the Named Executive Members hold,
in the aggregate, two and one-half percent (2.5%) or more of the total number
of issued and outstanding Units of FCP and Fertitta Partners, each Named
Executive Officer shall retain the title, rights, duties and responsibilities held
at Station immediately prior to the date of this Agreement. In the event of the
death, resignation, Disability or termination of the Chief Executive Officer or
President of Station, as applicable, his successor shall be nominated by the
other Named Executive Officer and approved in good faith by the consent of a
Supermajority of the Board of Directors, which approval shall not be
unreasonably withheld.


 


Section 2.3                                       Other
Activities and Competition.


 


The members of the Board of Directors shall
not be required to manage Station as their sole and exclusive function. The
members of the Board of Directors may engage in or possess any interests
in business ventures and may engage in other activities of every kind and
description independently or with others in addition to those relating to
Station except to the extent expressly provided otherwise in agreements between
or among the parties hereto or their Affiliates. Each Stockholder authorizes,
consents to and approves of such present and future activities by such Persons.
Neither Station nor any Station Stockholder shall have any right by virtue of
this Agreement or the relationship created hereby in or to other ventures or
activities of the members of the Board of Directors or to the income or
proceeds derived therefrom except to the extent expressly provided otherwise in
agreements between or among the parties hereto or their Affiliates.


 


Section 2.4                                       Directors’
Insurance.


 


Station shall maintain directors’ and
officers’ liability insurance covering the full Board of Directors in an amount
not less than $40,000,000 or, if such amount is not available at a reasonable
cost, such other amount as is approved by a Supermajority of the Board of
Directors and “key man” life insurance for each of the Named Executive Officers
in an amount to be approved by a Supermajority of the Board of Directors.


 


Section 2.5                                       Additional Shares; Preemptive Rights.


 


(g)                           Station
may, at the discretion of a Supermajority of the Board of Directors and subject
to the receipt of all required Gaming Licenses under Gaming Laws, issue
additional Shares at any time and from time to time to any Person for any
amount of consideration, if any, as determined in good faith by the Board of
Directors;


 


(h)                           (i) 
In the event that Station shall sell or issue Equity Interests of Station to
any Person, each Non-voting Stockholder shall have the preemptive right to
purchase or subscribe to such Equity Interests on the same terms and conditions
as such interests are being offered and sold, such subscription being
conditioned upon the actual sale of such Equity Interests; provided, however,
that if the Equity Interests to be sold or issued by Station are Voting Stock,
then FCP VoteCo, and not the Non-voting Stockholders, shall have the preemptive



 


12















right to purchase or subscribe to such Voting Stock on the same terms
and conditions as such Voting Stock is being offered and sold or issued; provided,
further, that such preemptive rights shall not extend to Equity
Interests if such interests are to be issued by Station (1) to effect a
merger, (2) pursuant to employee stock option plans, employee stock
purchase plans, or other employee benefit plans established exclusively for
compensatory purposes, which plans are approved by the Board of Directors, (3) under
a plan of reorganization approved in a proceeding under any applicable act of
Congress relating to the reorganization of corporations, (4) upon
conversion of or exercise of convertible securities, warrants or options, (5) pursuant
to a public offering registered under the Securities Act, (6) in
connection with any stock split, stock dividend or recapitalization of Station
or (7) in connection with bona fide corporate partnering transactions or
other bona fide strategic transactions on terms approved by a Supermajority of
the Board of Directors the primary purpose of which are not to raise capital
for Station. A Non-voting Stockholder’s pro rata share, for purposes of this Section 2.5,
is the ratio of the number of shares of Common Stock owned by such Non-voting
Stockholder immediately prior to such issuance bears to the total number of
shares of Common Stock held by all Non-voting Stockholders immediately prior to
such issuance.


 


(ii)                                  Written notice
specifying the contemplated date the new Equity Interests are to be sold or
issued and the offering terms thereof shall be delivered by Station to each of
the Non-voting Stockholders or FCP VoteCo, as applicable, no later than
thirty (30) days or earlier than sixty (60) days prior to such
contemplated sale or issue date, and each such Non-voting Stockholder or FCP
VoteCo, as applicable, shall have until ten (10) days prior to the
contemplated sale or issue date specified in such notice to inform Station
of its intentions as to the exercise of the preemptive right provided herein.
If no written reply is received by Station prior to the tenth (10th) day
before the contemplated sale date specified in such notice, Station may treat
the preemptive right of such non-responding holder to have been waived for
that, but only for that, transaction. If the offering of Equity Interests is
not fully subscribed by the Non-voting Stockholders or FCP VoteCo, as
applicable, the remaining unsubscribed Equity Interests shall be reoffered by
Station to the Station Stockholders that purchase their full allotment upon the
terms set forth in this paragraph except that such Station Stockholders must
exercise their purchase rights within seven (7) days of receipt of
such reoffer. Any Equity Interests that are not purchased by the Non-voting
Stockholders or FCP VoteCo pursuant to this Section 2.5 may be
sold by Station to such purchasers as are approved by the Board of Directors.


 


ARTICLE 3. TRANSFERS OF
INTERESTS


 


Section 3.1                                       General.


 


(a)                            No
Equityholder may sell, assign, pledge or in any manner dispose of or
create or suffer the creation of a security interest in or any encumbrance on
all or a portion of its Shares of Station or Units of FCP or Fertitta Partners,
as applicable (the commission of any such act being referred to as a “Transfer,”
any person who effects a Transfer being referred to as a “Transferor”
and any person to whom a Transfer is effected being referred to as a “Transferee”),
except in accordance with the terms and conditions set forth in this Article 3,
the FCP Operating Agreement and the Fertitta Partners Operating Agreement. No
Transfer of Shares or Units, as applicable, shall be effective until such time
as all requirements of this Article 3 in respect thereof have been
satisfied and, if consents, approvals or waivers are required by the Board of 


 


13















Directors, all of same shall have been confirmed in writing by the
Board of Directors. No Transfer of Shares or Units, as applicable, shall be
effective without the receipt of all Gaming Licenses required under applicable
Gaming Laws. Any Transfer or purported Transfer of Shares or Units, as
applicable, not made in accordance with this Agreement shall be null and void
and of no force or effect whatsoever.


 


(b)                           Notwithstanding
the foregoing, no Member may Transfer all or any portion of its (i) Class A
Units other than (A) pursuant to a Permitted Transfer or (B) pursuant
to Sections 3.5.1, 3.5.2 and 3.5.3 or (ii) Class B
Units or Class C Units other than (x) pursuant to a Permitted Transfer or
(y) pursuant to Sections 3.5.2 and 3.5.3, in any case subject to
the terms and conditions of the FCP Operating Agreement and the Fertitta
Partners Operating Agreement; provided, that no Member may Transfer
all or any portion of its Class A Units prior to the fourth (4th)
anniversary of the date hereof, unless such Transfer is approved by the consent
of a Supermajority of the Board of Directors of Station, other than (i) a Permitted
Transfer or (ii) in the case of the Named Executive Members, upon the
death or Disability of both of the Named Executive Officers.


 


Section 3.2                                       Further Requirements with respect to Transfers of
Shares.


 


In addition to the other requirements of Section 3.1,
and unless waived in whole or in part by the Board of Directors (to
the extent waivable under applicable law), no Transfer of Shares of Station,
including a Permitted Transfer, may be made unless the following
conditions are met:


 


(a)                            The
Transferor shall have paid all reasonable costs and expenses, including
attorneys’ fees and disbursements and the cost of the preparation, filing and
publishing of any amendment to this Agreement, incurred by Station in
connection with the Transfer;


 


(b)                           The
Transferor shall have delivered to Station a fully executed copy of all
documents relating to the Transfer, executed by both the Transferor and the
Transferee, and the agreement of the Transferee in writing and otherwise in form and
substance acceptable to the Board of Directors to be bound by the terms of this
Agreement.


 


(c)                            The Board
of Directors shall have been reasonably satisfied, including, at its option,
having received an opinion of counsel to Station reasonably acceptable to the
Board of Directors, that:


 


(i)                                     the
Transfer will not violate the Securities Act or any other applicable Federal,
state or non-United States securities laws, rules or regulations;


 


(ii)                                  the
Transfer will not cause some or all of the assets of Station to be “plan assets”
or the investment activity of Station to constitute “prohibited transactions”
under ERISA or the Code;


 


(iii)                               the
Transferee shall have obtained all necessary Gaming Licenses; and


 


(iv)                              the
Transfer will not cause Station to be an investment company required to be
registered under the Investment Company Act of 1940, as amended.


 


14















Any waivers from the Board of Directors under
this Section 3.2 shall be given or denied in the good faith and
reasonable discretion of a Supermajority of the Board of Directors. Station
shall reflect each Transfer and admission authorized under this Article 3
(including the terms and conditions imposed thereon by the Board of Directors)
by preparing an amendment to this Agreement dated as of the date of such
Transfer. The form and content of all documentation delivered to the Board
of Directors under this Section 3.2 shall be subject to the
approval of the Board of Directors, which approval may be granted or
withheld in the good faith and reasonable discretion of the Board of Directors.


 


Section 3.3                                       Indirect Transfers.


 


If any Equityholder is an entity that was
formed primarily for the purpose of acquiring Shares or Units, as applicable,
or that has no substantial assets other than Shares or Units, such Equityholder
agrees that (i) its Equity Interests (and other Equity Interests in any
similar entities controlling such entity) will note the restrictions contained
in this Article 3 and (ii) none of such Equity Interests may be
transferred to any Person other than in accordance with the terms and
provisions of this Article 3 as if such Equity Interests were
Shares or Units. No Equityholder shall Transfer any Shares or Units if such
Transfer would violate the intention of this Section 3.3.
Notwithstanding the foregoing, the provisions of this Section 3.3
shall not be applicable to (a) the transfer of any limited liability
company membership interests titled “Class B Units” in the Sponsor Member
or (b) the transfer or issuance of any limited liability company
membership interests titled “Class B Units” in FCP Class B Holdco LLC
in connection with the termination of employment by Station or its Subsidiaries
of any holder thereof or the commencement of employment by Station or its
Subsidiaries of any recipient thereof.


 


Section 3.4                          Transfer
Provisions with respect to Station  


 


3.4.1            Right of First
Offer.


 


(a)                            Prior to
making any Transfer (other than pursuant to a Permitted Transfer) of Shares
(the “Subject Shares”), a Non-voting Stockholder (an “Offering Stockholder”)
shall deliver to Station and each other Non-voting Stockholder owning more than
ten percent (10%) of the total outstanding number of Shares of Station at
the time of such Transfer (the “Share Offerees”) a letter (the “Share
Offer Letter”) signed by such Offering Stockholder setting forth:


 


(i)                                     the
prospective purchase price per Share in cash for the Subject Shares;


 


(ii)                                  such
Offering Stockholder’s offer, irrevocable by its terms for thirty (30)
Business Days following the delivery of the Share Offer Letter (such period,
the “Share Offer Period”), to sell to the Share Offerees, all but not
less than all  the Subject Shares,
for a purchase price per Share equal to the purchase price per Share in cash
set forth in such Share Offer Letter (the “Share Offer”); and


 


(iii)                               closing
arrangements and, to the extent such date is determinable, a closing date
(which shall be subject to the attainment of approvals from the applicable
Gaming Authorities) for any purchase and sale that may be effected by the
Share Offerees pursuant to this Section 3.4.1.


 


15















During the Share Offer Period, the Share
Offerees shall have the right to enter into definitive agreements to purchase
all but not less than all the Subject Shares for the same price per Share set
forth in the Share Offer.


 


If more than one Share Offeree elects to
purchase the Subject Shares and the aggregate number of Subject Shares elected
to be purchased by all Share Offerees exceeds the actual number of Subject
Shares, the Subject Shares shall be allocated among such Share Offerees pro
rata according to the number of non-voting Shares of Station owned by each such
Share Offeree relative to the aggregate number of non-voting Shares of Station
owned by all such Share Offerees, up to the number of Subject Shares elected to
be purchased by such Share Offeree.


 


If, upon the expiration of the Share Offer
Period, the Share Offerees elect to not exercise the right of first offer with
respect to all of the Subject Shares, the Offering Stockholder may sell
all, but not less than all, of such Subject Shares to a third party for not
less than ninety-five percent (95%) of the purchase price per Share
contained in such Share Offer; provided, however, that any such
third party must execute a joinder agreement to this agreement in a form reasonably
satisfactory to a Supermajority of the Board of Directors pursuant to which
such third party agrees to be a “Station Stockholder” for all purposes
hereunder. Prior to consummating any such sale, the Offering Stockholder shall,
upon request from the Share Offerees or Station, provide the requesting party
with reasonable supporting documentation with respect to the price per Share of
any such sale so as to demonstrate such Offering Stockholder’s compliance with
the provisions of the preceding sentence. Station shall provide such third
party reasonable access to its books and records during reasonable business
hours and upon reasonable advance notice at the sole cost and expense of the
inspecting third party. If such sale has not been completed within
two hundred seventy (270) calendar days of the closing date
proposed in the Share Offer Letter, the Subject Shares covered by such Share
Offer may not thereafter be sold by such Offering Stockholder unless the
procedures set forth in this Section 3.4.1 shall have again been
complied with.


 


(b)                           Sale of
Subject Shares. If one or more of the Share Offerees accept in writing the
Share Offer to purchase all but not less than all of  the Subject Shares, the closing of the purchase and sale
pursuant to such acceptance shall take place at the offices of Station on the
date set forth in the Share Offer Letter, or at such other place or on such
other date as the applicable parties may agree or such later date as may be
necessary to obtain any required Gaming Licenses and other regulatory
approvals. In connection with such purchase and sale, each party shall execute
and deliver all agreements, certificates and other documentation reasonably
requested by, and in form and substance reasonably satisfactory to, the
other party to effect the purchase of the Subject Shares hereunder, and the
Offering Stockholder shall execute and deliver certificates representing the
Subject Shares duly endorsed for transfer.


 


3.4.2                        Tag Along Rights.


 


Subject to compliance with Sections 3.1
and 3.4.1, at least thirty (30) days prior to the sale of any
non-voting Shares of Station by one or more Station Stockholders (collectively,
the “Selling Stockholder”) in one or more series of related
transactions to one or more related Persons (collectively, the “Share Buyer”)
other than pursuant to a Permitted Transfer or a sale to Offerees pursuant to Section 3.4.1
(each, a “Share Tag Sale”), such Selling Stockholder shall provide to
each other Non-voting Stockholder (each, a “Share Tag 


 


16















Seller”) a notice (a
“Share Tag Along Notice”) setting forth in reasonable detail the terms
of such sale, the aggregate number of non-voting Shares such Share Buyer wishes
to purchase (the “Tag Along Shares”) and identifying the name and
address of the Share Buyer. Upon the written request of any Share Tag Seller
made prior to the later of (x) the fifteenth (15th) day after
the day the Share Tag Along Notice is received by such Share Tag Seller and
(y) five (5) Business Days following the expiration of the Share
Offer Period in respect of such Share Tag Sale under Section 3.4.1
above, subject to applicable Gaming Laws and the receipt of all required Gaming
Licenses, the Selling Stockholder proposing to make the sale shall cause the
Share Buyer to purchase from such Share Tag Seller the number of non-voting
Shares held by such Share Tag Seller equal to the lesser of (i) the number
of non-voting Shares requested to be included in the Share Tag Sale by such
Share Tag Seller and (ii) a number determined by multiplying (x) a
fraction, the numerator of which is the total number of non-voting Shares held
by such Tag Seller, and the denominator of which is the total number of
non-voting Shares held by all of the Share Tag Sellers and the Selling
Stockholder by (y) the number of Tag Along Shares to be sold in such Share Tag
Sale. Such purchase shall be made on the same date and on terms and conditions
at least as favorable to such Share Tag Seller as the terms and conditions
contained in the Share Tag Along Notice delivered in connection with such
proposed transaction. Each Share Tag Seller shall take all actions which the
Selling Stockholder deems reasonably necessary or desirable to consummate such
transaction, including (i) entering into agreements with third parties
which may include representations, indemnities, holdbacks and escrows, provided,
that such agreements are on terms substantially identical or more favorable to
such Share Tag Seller than those agreed to by the Selling Stockholder (except
that, in the case of representations, warranties, holdbacks and escrows
pertaining specifically to the Selling Stockholder, each Share Tag Seller shall
make comparable representations, warranties, holdbacks and escrows, in each
case to the extent applicable and pertaining specifically to itself and only
itself); provided, further, that all representations, warranties,
conditions, holdbacks and escrows shall be of each the Selling Stockholder and
each Share Tag Seller severally and not jointly and that any liability to the
Selling Stockholder and the Share Tag Seller thereunder shall be borne by each
of them on a pro rata basis determined according to the number of Shares sold by
each of them, and (ii) obtaining all consents and approvals reasonably
necessary or desirable to consummate such transaction. The Share Tag Sellers
and the Selling Stockholder shall each pay its pro rata share (based upon the
portion of the gross proceeds each Share Tag Seller and the Selling Stockholder
are entitled to receive in such Share Tag Sale relative to the gross proceeds
of the Share Tag Sale) of any reasonable transaction costs associated with the
sale other than the legal expenses and selling commissions of the other
participants in the Share Tag Sale.


 


3.4.3                        Drag Along Rights.


 


(a)                            If a
Supermajority of the Board of Directors of Station approves a sale of all of
the Shares to a Person (the “Share Purchaser”) other than another
Station Stockholder or an Affiliate of a Station Stockholder (a “Share Drag
Sale”), subject to applicable Gaming Laws, the Station Stockholders selling
such interests (the “Dragging Stockholders”) may, at their option,
require each other Station Stockholder (the “Dragged Stockholders”) to
sell all of the Shares held by such Dragged Stockholders.


 


17















(b)                           Subject to
the receipt of all required Gaming Licenses, the Dragging Stockholders shall
give each Dragged Stockholder not less than fifteen (15) days prior to the
date of the proposed sale, a notice summarizing the economic terms of such
Share Drag Sale, including the purchase price, closing date and the identity of
the Share Purchaser. The Dragged Stockholder sale shall be made on the same
date, at the same price and on the same terms and conditions as provided with
respect to the sale of Shares by such Dragging Stockholder to such Share
Purchaser. In connection with any Share Drag Sale, each Dragged Stockholder
shall take such actions as may be reasonably required by the Dragging
Stockholders and shall otherwise cooperate in good faith with the Dragging
Stockholders. At the closing of a Share Drag Sale, each Dragged Stockholder
shall deliver to such Share Purchaser all documents and instruments as may be
reasonably requested by such Share Purchaser in connection with such Share Drag
Sale, against payment of the appropriate purchase price; provided that
the Dragged Stockholders shall not be required to make any representations and
warranties except those relating to title of their Shares, due authorization of
the Share Drag Sale and the absence of conflicts, which such representations
and warranties shall be made severally and not jointly and that the liability
of the Station Stockholders thereunder shall be borne by each of them on a pro
rata basis determined according to the aggregate proceeds received by each of
them in the Share Drag Sale and no Dragged Stockholder shall be required to
agree to, or be deemed to have agreed to, any non-financial terms, covenants
and agreements such as non-competition and non-solicitation agreements without
its express written consent. In the event that any such Share Drag Sale is
structured as a merger, consolidation or similar business combination, each
Station Stockholder agrees to vote in favor of the transaction and take all
action to waive any dissent, appraisal or other similar rights; provided,
further, that, notwithstanding the foregoing, each Dragged Stockholder may be
liable for breaches of representations and warranties about Station or the
Subsidiaries and their operations so long as such liability is not in excess of
such Dragged Stockholder’s pro rata percentage interest in the aggregate
proceeds of the Share Drag Sale.


 


(c)                            Upon
consummation of a Share Drag Sale, if a Dragged Stockholder has not delivered
any documents and instruments as contemplated by the preceding paragraph (b),
such Dragged Stockholder shall no longer be considered a holder of Shares, and
such Dragged Stockholder’s sole rights with respect to such Shares shall be to
receive the consideration receivable in connection with such Share Drag Sale
upon delivery of the appropriate documents and instruments.


 


Section 3.5                          Transfer
Provisions with respect to FCP and Fertitta Partners


 


3.5.1                        Right of First Offer.


 


(a)                            Prior to
making any Transfer (other than pursuant to a Permitted Transfer) of Class A
Units in FCP or Fertitta Partners (the “Subject Units”), a Member (an “Offering
Member”) shall deliver to FCP, Fertitta Partners and each Class A
Member owning more than ten percent (10%) of the total outstanding number
of Class A Units of FCP and Fertitta Partners at the time of such Transfer
(the “Unit Offerees”) a letter (the “Unit Offer Letter”) signed
by such Offering Member setting forth:


 


18















(i)                                     the
prospective purchase price per Class A Unit in cash for the Subject Units;


 


(ii)                                  such
Offering Member’s offer, irrevocable by its terms for thirty (30) Business
Days following the delivery of the Unit Offer Letter (such period, the “Unit
Offer Period”), to sell to the Unit Offerees, all but not less than all  the Subject Units, for a purchase price
per Class A Unit equal to the purchase price per Class A Unit in cash
set forth in such Unit Offer Letter (the “Unit Offer”); and


 


(iii)                               closing
arrangements and, to the extent such date is determinable, a closing date
(which shall be subject to the attainment of approvals from the applicable
Gaming Authorities) for any purchase and sale that may be effected by the
Unit Offerees pursuant to this Section 3.5.1.


 


During the Unit Offer Period, the Unit
Offerees shall have the right to enter into definitive agreements to purchase
all but not less than all the Subject Units for the same price per Class A
Unit set forth in the Unit Offer.


 


If more than one Unit Offeree elects to
purchase the Subject Units and the aggregate number of Subject Units elected to
be purchased by all Unit Offerees exceeds the actual number of Subject Units,
the Subject Units shall be allocated among such Unit Offerees pro rata
according to the number of Class A Units of FCP and Fertitta Partners
owned by each such Unit Offeree relative to the aggregate number of Class A
Units of FCP and Fertitta Partners owned by all such Unit Offerees, up to the
number of Subject Units elected to be purchased by such Unit Offeree.


 


If, upon the expiration of the Unit Offer
Period, the Unit Offerees elect to not exercise the right of first offer with
respect to all of the Subject Units, the Offering Member may sell all, but
not less than all, of such Subject Units to a third party for not less than
ninety-five percent (95%) of the purchase price per Class A Unit
contained in such Unit Offer. Prior to consummating any such sale, the Offering
Member shall, upon request from the Unit Offerees, FCP or Fertitta Partners,
provide the requesting party with reasonable supporting documentation with
respect to the price per Class A Unit of any such sale so as to
demonstrate such Offering Member’s compliance with the provisions of the
preceding sentence. FCP and Fertitta Partners shall provide such third party
reasonable access to its books and records during reasonable business hours and
upon reasonable advance notice at the sole cost and expense of the inspecting
third party. If such sale has not been completed within
two hundred seventy (270) calendar days of the closing date
proposed in the Unit Offer Letter, the Subject Units covered by such Unit Offer
may not thereafter be sold by such Offering Member unless the procedures
set forth in this Section 3.5.1 shall have again been complied
with.


 


(b)                           Sale of
Subject Units. If one or more of the Unit Offerees accept in writing the
Unit Offer to purchase all but not less than all of  the Subject Units, the closing of the purchase and sale
pursuant to such acceptance shall take place at the offices of FCP and Fertitta
Partners on the date set forth in the Unit Offer Letter, or at such other place
or on such other date as the applicable parties may agree or such later
date as may be necessary to obtain any required Gaming Licenses and other
regulatory approvals. In connection with such purchase and sale, each party
shall execute and deliver all agreements, certificates and other documentation 


 


19















reasonably requested by, and in form and substance reasonably
satisfactory to, the other party to effect the purchase of the Subject Units
hereunder, and the Offering Member shall execute and deliver certificates
representing the Subject Units duly endorsed for transfer.


 


3.5.2                        Tag Along Rights.


 


Subject to compliance with Sections 3.1
and 3.5.1, at least thirty (30) days prior to the sale of any Class A
Units of FCP and/or Fertitta Partners by one or more Members (collectively, the
“Selling Member”) in one or more series of related transactions to
one or more related Persons (collectively, the “Unit Buyer”) other than
pursuant to a Permitted Transfer or a sale to Unit Offerees pursuant to Section 3.5.1
(each, a “Unit Tag Sale”), such Selling Member shall provide to each
other Member of FCP and Fertitta Partners (if and only if the equity value of
FCP and Fertitta Partners is such that a sale of all assets of FCP and Fertitta
Partners for the aggregate equity value of FCP and Fertitta Partners implied by
the purchase price of the Class A Units being sold by the Member (and if
such equity value is not mathematically determinable assuming the highest
possible implied equity value) and the distribution of such amount pursuant to
the terms of the FCP Operating Agreement and the Fertitta Partners Operating
Agreement would have resulted in the Class B Members or Class C
Members of FCP and Fertitta Partners receiving distributions) (each, a “Unit
Tag Seller”) a notice (a “Unit Tag Along Notice”) setting forth in
reasonable detail the terms of such sale, the aggregate number of Units such
Unit Buyer wishes to purchase (the “Tag Along Units”) and identifying
the name and address of the Unit Buyer. Upon the written request of any Unit
Tag Seller made prior to the later of (x) the fifteenth (15th)
day after the day the Unit Tag Along Notice is received by such Unit Tag Seller
and (y) five (5) Business Days following the expiration of the Unit
Offer Period in respect of such Unit Tag Sale under Section 3.5.1
above, subject to applicable Gaming Laws and the receipt of all required Gaming
Licenses, the Selling Member proposing to make the sale shall cause the Unit
Buyer to purchase from such Unit Tag Seller the number of Units held by such
Unit Tag Seller equal to the lesser of (i) the number of Units requested
to be included in the Unit Tag Sale by such Unit Tag Seller and (ii) a
number determined by multiplying (x) a fraction, the numerator of which is the
total number of Units of FCP and Fertitta Partners held by such Unit Tag
Seller, and the denominator of which is the total number of Units of FCP and
Fertitta Partners held by all of the Unit Tag Sellers and the Selling Member by
(y) the number of Tag Along Units to be sold in such Unit Tag Sale. Such
purchase shall be made on the same date, at a price equal to a proportionate
share of the aggregate purchase price paid in such Unit Tag Sale (which
proportionate share shall be based upon the amount that would be distributable
to such Unit Tag Seller relative to the amount that would be distributable to
all other Selling Members had an amount equal to the equity value of FCP and
Fertitta Partners implied by such purchase price been distributed pursuant to Section 5.1
of the FCP Operating Agreement and the Fertitta Partners Operating Agreement
(as determined by a Supermajority of the Board of Managers of FCP)) and on
terms and conditions at least as favorable to such Unit Tag Seller as the terms
and conditions contained in the Unit Tag Along Notice delivered in connection
with such proposed transaction (and if a unique implied equity value is not
mathematically determinable, using the highest possible implied purchase
price). Each Unit Tag Seller shall take all actions which the Selling Member
deems reasonably necessary or desirable to consummate such transaction,
including (i) entering into agreements with third parties which may include
representations, indemnities, holdbacks and escrows, provided, that such
agreements are on terms substantially identical or more favorable to such Unit
Tag Seller than those agreed to by the Selling Member (except that, in the case
of representations, warranties, holdbacks and escrows pertaining specifically
to the Selling 


 


20















Member, each Unit Tag Seller shall make comparable representations,
warranties, holdbacks and escrows, in each case to the extent applicable and
pertaining specifically to itself and only itself); provided, further,
that all representations, warranties, conditions, holdbacks and escrows shall
be of each the Selling Member and each Unit Tag Seller severally and not
jointly and that any liability to the Selling Member and the Unit Tag Seller
thereunder shall be borne by each of them on a pro rata basis determined
according to the number of Units sold by each of them, and (ii) obtaining
all consents and approvals reasonably necessary or desirable to consummate such
transaction. The Unit Tag Sellers and the Selling Member shall each pay its pro
rata share (based upon the portion of the gross proceeds each Unit Tag Seller
and the Selling Member are entitled to receive in such Unit Tag Sale relative
to the gross proceeds of the Unit Tag Sale) of any reasonable transaction costs
associated with the sale other than the legal expenses and selling commissions
of the other participants in the Unit Tag Sale.


 


3.5.3                        Drag Along Rights.


 


(a)                            If a
Supermajority of the Board of Managers of FCP approves a sale of all of the
Units of FCP and/or Fertitta Partners (such company, the “Drag Subject
Company”) to a Person (the “Unit Purchaser”) other than another
Member or an Affiliate of a Member (a “Unit Drag Sale”), subject to
applicable Gaming Laws, the Members selling such interests (the “Dragging Members”)
may, at their option, require each other Member of FCP and Fertitta Partners
(the “Dragged Members”) to sell all of the Units of FCP and Fertitta
Partners held by such Dragged Members.


 


(b)                           Subject to
the receipt of all required Gaming Licenses, the Dragging Members shall give
each Dragged Member not less than fifteen (15) days prior to the date of
the proposed sale, a notice summarizing the economic terms of such Drag Sale,
including the purchase price, closing date and the identity of the Unit
Purchaser. The Dragged Member sale shall be made on the same date, at a price
equal to a proportionate share of the aggregate purchase price paid in such
Unit Drag Sale (which proportionate share shall be based upon the amount that
would be distributable to such Dragged Member relative to the amount that would
be distributable to all other Dragging and Dragged Members had an amount equal
to the equity value of FCP and Fertitta Partners implied by such purchase price
been distributed pursuant to Section 5.1 of the FCP Operating Agreement
and the Fertitta Partners Operating Agreement (as determined by a Supermajority
of the Board of Managers of FCP)) and on terms and conditions at least as
favorable to such Dragged Member as the terms and conditions as the sale by the
Dragging Members (and if a unique implied purchase price is not mathematically
determinable, using the highest possible implied purchase price). In connection
with any Unit Drag Sale, each Dragged Member shall take such actions as may be
reasonably required by the Dragging Members and shall otherwise cooperate in
good faith with the Dragging Members. At the closing of a Unit Drag Sale, each
Dragged Member shall deliver to such Unit Purchaser all documents and
instruments as may be reasonably requested by such Unit Purchaser in
connection with such Unit Drag Sale, against payment of the appropriate
purchase price; provided that the Dragged Members shall not be required
to make any representations and warranties except those relating to title of
their Units, due authorization of the Unit Drag Sale and the absence of
conflicts, which such representations and warranties shall be made severally
and not jointly and that the liability of the Members thereunder shall be borne
by each of them on 


 


21















a pro rata basis determined according to the aggregate proceeds
received by each of them in the Unit Drag Sale and no Dragged Member shall be
required to agree to, or be deemed to have agreed to, any non-financial terms,
covenants and agreements such as non-competition and non-solicitation
agreements without its express written consent. In the event that any such Unit
Drag Sale is structured as a merger, consolidation or similar business
combination, each Member agrees to vote in favor of the transaction and take
all action to waive any dissent, appraisal or other similar rights; provided,
further, that, notwithstanding the foregoing, each Dragged Member may be
liable for breaches of representations and warranties about FCP, Fertitta
Partners or the Subsidiaries and their operations so long as such liability is
not in excess of such Dragged Member’s pro rata percentage interest in the
aggregate proceeds of the Unit Drag Sale.


 


(c)                            Upon
consummation of a Unit Drag Sale, if a Dragged Member has not delivered any
documents and instruments as contemplated by the preceding paragraph (b),
such Dragged Member shall no longer be considered a holder of Units, and such
Dragged Member’s sole rights with respect to such Units shall be to receive the
consideration receivable in connection with such Unit Drag Sale upon delivery
of the appropriate documents and instruments.


 


Section 3.6                                       Initial
Public Offering.


 


(a)                            (i) 
During the period beginning on the fourth (4th) anniversary of the
date of this Agreement and ending on the seventh (7th) anniversary
of the date of this Agreement, if the Named Executive Members and (ii) on
and after the seventh (7th) anniversary of this Agreement, if the
Sponsor Member provides Station with written notice of its desire to pursue an
Initial Public Offering, each Equityholder shall support and do all things
within its power to approve, and to cause the Board of Directors to approve,
the Initial Public Offering. The Board of Directors and the officers of Station
shall be responsible for all aspects of the Initial Public Offering. Upon the
consummation of an Initial Public Offering, Sections 2.1, 3.5.1, 3.5.2
and 3.5.3 hereof shall no longer be applicable; provided, that if
such Initial Public Offering is consummated by a Subsidiary of Station or
successor thereof (including Newco) in accordance with this Agreement, (i) the
governance structure set forth in Article 2 hereof shall continue
to be applicable to Station, (ii) a Class A Member shall have the
right, exercisable at any time and from time to time at such Member’s
discretion, to exchange Class A Units of FCP or Fertitta Partners for
shares of common stock of such Subsidiary or successor, and (iii) the
Board of Directors, including a Supermajority of the Board of Directors, if
required, and the Equityholders hereby agree to take such other actions,
including amendments to this Agreement, as may be reasonably required in
connection with such Initial Public Offering to give effect to the relative rights
and obligations of the Equityholders contained herein, which remain in effect
following an Initial Public Offering.


 


(b)                           The
Equityholders acknowledge and agree that in the event of any Initial Public
Offering, the Units of FCP and Fertitta Partners shall be converted into cash
and shares of Newco in accordance with the terms of the FCP Operating Agreement
and the Fertitta Partners Operating Agreement. Further, the Equityholders acknowledge and agree that no public offering
of the Units of FCP, Fertitta Partners or their respective corporate successors
shall be effected.


 


22















ARTICLE 4. NAMED EXECUTIVE
MEMBER LOANS


 


Section 4.1                                       Named
Executive Member Loans.


 


In the event that any Named Executive Member(s)
is entitled to make additional capital contributions to Station or any
Subsidiary pursuant to the terms of Fertitta Partners Operating Agreement and
notifies the Sponsor Member of its election to exercise its rights hereunder,
the Sponsor Member shall make a loan (a “Named Executive Member Loan”)
to the Named Executive Member(s) in an amount up to eighty percent (80%) of the
purchase price for the Additional Capital Contribution (as defined in Fertitta
Partners Operating Agreement) that the Named Executive Member(s) shall have
made pursuant to Section 3.1(d)(i) of Fertitta Partners
Operating Agreement. The Named Executive Member Loan shall be secured by a
pledge of such number of the Class A Units of Fertitta Partners owned by
the Named Executive Members equal in value to one hundred and twenty percent
(120%) of the amount loaned to the Named Executive Members for the Additional
Capital Contribution and, after the second anniversary of the date the Sponsor
Member makes the loan, any accrued but unpaid interest thereon (the “Named
Executive Member Loan Amount”). At the request of the Sponsor Member, but
in no event more than once during any twelve (12) month period, a valuation of
the Class A Units of Fertitta Partners shall be performed by a valuation
firm mutually acceptable to the Named Executive Members and the Sponsor Member.
Within ten (10) Business Days of such valuation, the Named Executive
Members shall pledge such additional number of Class A Units of Fertitta
Partners necessary to retain a pledge equal in value to one hundred and twenty
percent (120%) of the Named Executive Member Loan Amount. Each such Named
Executive Member Loan shall be made on the terms and subject to the conditions
set forth in the Secured Promissory Note attached hereto as Exhibit A.


 


ARTICLE 5. ISSUANCE OF CLASS C
UNITS


 


Section 5.1                                       Issuance
of Class C Units.


 


In the event
that Class C Units of FCP are issued pursuant to the FCP Operating
Agreement, an equal number of Class C Units of Fertitta Partners shall be
issued to the same Persons and in the same proportions as the newly-issued Class C
Units of FCP. No Class C Units of Fertitta Partners shall be issued except
in accordance with this Section 5.1.


 


ARTICLE 6. MISCELLANEOUS


 


Section 6.1                                       Amendments.


 


Amendments to this Agreement may be made
by the Board of Directors without the consent of any Equityholder if those
amendments are:  (i) of an
inconsequential nature and do not adversely affect the right of any
Equityholder in any material respect (as reasonably determined in good faith by
the Board of Directors); (ii) for the purpose of adding additional parties
hereto; or (iii) contemplated by this Agreement, the Merger Agreement or
the transactions expressly contemplated thereby. Amendments to this Agreement
other than those described in the foregoing sentence may be made only if
approved by a Supermajority of the Board of Directors; provided, however,
that, unless otherwise specifically contemplated by this Agreement, no
amendment to this Agreement shall, without the prior consent of each
Equityholder adversely affected thereby, disproportionately adversely affect
the rights of any Equityholder. Station shall send to each Equityholder a copy
of any amendment to this 


 


23















Agreement. Each Equityholder hereby agrees to cooperate and take all
actions reasonably requested by the Board of Directors to give effect to any
amendment to this Agreement approved in accordance with this Section 6.1.


 


Section 6.2                                       Notices.


 


All notices,
demands or requests required or permitted under this Agreement must be in
writing, and shall be made by hand delivery, certified mail, overnight courier
service  or facsimile to the
address or facsimile number set forth below such Equityholder’s name on the
signature page hereto, but any party may designate a different
address, or facsimile number by a notice similarly given to Station, FCP and
Fertitta Partners. Any such notice or communication shall be deemed given when
delivered by hand, if delivered on a Business Day, the next Business Day after
delivery by hand if delivered by hand on a day that is not a Business Day; four
Business Days after being deposited in the United States mail, postage prepaid,
return receipt requested, if mailed; on the next Business Day after being
deposited for next day delivery with Federal Express or a similar overnight
courier; when receipt is acknowledged, if sent by facsimile on a Business Day;
and the next Business Day following the day on which receipt is acknowledged if
sent by facsimile on a day that is not a Business Day.


 


Section 6.3                                       Entire
Agreement.


 


This Agreement, together with the FCP
Operating Agreement and the Fertitta Partners Operating Agreement, constitute
the entire agreement among the parties with respect to the subject matter
hereof. It supersedes any prior agreement or understandings among them with
respect to the subject matter hereof, and it may not be modified or
amended in any manner other than as set forth herein.


 


Section 6.4                                       Governing
Law.


 


This Agreement and the rights of the parties
hereunder shall be governed by and interpreted in accordance with the law of
the State of Nevada.


 


Section 6.5                                       Severability.


 


If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced as a result of any
rule of law or public policy, all other terms and other provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated by this Agreement
is not affected in any manner materially adverse to any party. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
by this Agreement are fulfilled to the greatest extent possible.


 


Section 6.6                                       Effect.


 


Except as herein otherwise specifically provided,
this Agreement shall be binding upon and inure to the benefit of the parties
and their legal representatives, successors and permitted assigns.


 


Section 6.7                                       Captions.


 


Captions contained in this Agreement are
inserted only as a matter of convenience and in no way define, limit or extend
the scope or intent of this Agreement or any provision hereof.


 


Section 6.8                                       Counterparts.


 


This Agreement may contain more than one
counterpart of the signature page and this Agreement may be
executed by the affixing of the signatures of each of 


 


24















the Equityholders to one of such counterpart signature pages. All
of such counterpart signatures pages shall be read as though one, and
they shall have the same force and effect as though all of the signers had
signed a single signature page.


 


Section 6.9                                       Waiver
of Trial by Jury.


 


TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL
RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTER-CLAIM, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTER ARISING HEREUNDER.


 


Section 6.10                                 Binding
Arbitration.


 


Any dispute, claim or controversy arising out
of or relating to this Agreement which cannot be amicably resolved among the parties,
including the determination of the scope or applicability of this agreement to
arbitrate, shall be determined by binding arbitration in Las Vegas, Nevada,
before a panel of three arbitrators, in accordance with the laws of the State
of Nevada for agreements made in and to be performed in that State. The
arbitration shall be administered by JAMS pursuant to its Comprehensive
Arbitration Rules and Procedures in effect on the date of commencement of
the arbitration (or subsequent, equivalent JAMS rules). The decision in writing
of any two arbitrators, when delivered to the parties, shall be final and
binding on the parties. Judgment upon the award rendered may be entered in
any court having jurisdiction thereof. The arbitrators and the parties shall
maintain the confidentiality of the arbitration and dispute resolution
proceedings and shall have the authority to make appropriate rulings to
safeguard that confidentiality, unless the parties agree otherwise. The
arbitrators shall, in the award, allocate all of the costs of the arbitration,
including the fees of the arbitrators and the reasonable attorneys’ fees of the
prevailing party, against the party who did not prevail.


 


Section 6.11                                 Gaming
Suitability.


 


(a)                            For so
long as Station remains subject to regulation under any Gaming Laws, ownership
of Station shall be held subject to the applicable provisions of any applicable
Gaming Laws. If a Station Stockholder is found to be unsuitable by any Gaming
Authorities, then the Station Stockholder shall dispose of its interest in
Station pursuant to the applicable provisions or the requirements of any Gaming
Laws of any Gaming Authorities.


 


(b)                           The
election of an individual to serve as a director, manager or officer of Station
is subject to any qualifications or approvals required under any Gaming Laws.
For purposes of this Agreement, an individual shall be qualified to serve as a
director, manager or officer for so long as that individual is determined to
be, and continues to be, licensed, qualified and found suitable by all Gaming
Authorities having jurisdiction over Station, or any such director, manager or
officer and under all applicable Gaming Laws.


 


Section 6.12                                 Restructuring,
Exchanges, etc., Affecting the Shares.


 


Except as expressly provided herein, the
provisions of this Agreement shall apply to any and all Shares of Station or
any successor or assignee of Station (whether by merger, consolidation, sale of
assets or otherwise) which may be issued in respect of, in exchange for,
or in substitution for the Shares, by reason of any stock dividend, split,
reverse split, combination, restructuring, reclassification, merger,
consolidation, or otherwise in such a manner as to reflect the intent and
meaning of the provisions hereof. Upon the occurrence of any of such events,
numbers of shares and amounts hereunder and any 


 


25















other appropriate terms shall be appropriately adjusted, as determined
in good faith by the Board of Directors.


 


Section 6.13                                 Conflict
with Bylaws, Articles of Incorporation or FCP Voteco Operating Agreement.


 


The Equityholders agree that in the event any
term or provision of the Bylaws conflict with this Agreement, this Agreement
shall control and all Equityholders shall take all action reasonably necessary
to amend the Bylaws so that they shall not conflict, including voting in favor
of such amendments thereto as shall be reasonably necessary to conform the
Bylaws to the provisions of this Agreement; provided, however,
that the Equityholders further agree that to the extent that there is any
conflict among the terms and provisions of this Agreement, the Articles of
Incorporation of Station, the Bylaws and the FCP Voteco Operating Agreement,
the terms and provisions of the FCP Voteco Operating Agreement shall prevail.


 


Section 6.14                                 Supermajority
Consent Not Required.


 


Notwithstanding
anything to the contrary in this Agreement, the consent of a Supermajority of
the Board of Directors is not required at any time that the consent of a
Supermajority of the Board of Managers of FCP VoteCo would not be required
pursuant to the terms of the FCP VoteCo Operating Agreement.


 


[Signature Page Follows]


 


26
















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned has caused this counterpart signature page to
the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
executed as of the date first above written.


 


 


	
   

  	
  STATION CASINOS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Thomas M. Friel

  	
   

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief Accounting 

  
	
   

  	
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
						



 


1

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned has caused this counterpart signature page to
the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
executed as of the date first above written.


 


	
   

  	
  FERTITTA COLONY PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name:

  	
  Lorenzo J. Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
					



 


1

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned has caused this counterpart signature page to
the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
executed as of the date first above written.


 


 


	
   

  	
  FERTITTA PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
     /s/
  Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name:

  	
  Lorenzo J. Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
					



 


1

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned has caused this counterpart signature page to
the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
executed as of the date first above written.


 


	
   

  	
  FCP HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name:

  	
  Lorenzo J. Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
						



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned has caused this counterpart signature page to
the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
executed as of the date first above written.


 


	
   

  	
  FCP VOTECO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name: 

  	
  Lorenzo J. Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
					



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  FC INVESTOR, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas J. Barrack, Jr.

  	
   

  
	
   

  	
  Name: Thomas J. Barrack, Jr.

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Colony Capital, LLC

  
	
   

  	
  600 Madison Avenue,
  Suite 1600

  
	
   

  	
  New York, New York
  10021

  
	
   

  	
  Attn :

  	
  Ronald M. Sanders, Esq.

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (212) 230-3306

  
	
   

  	
  Fax:

  	
  (212) 593-5433

  
	
   

  	
  e-mail:

  	
  RSanders@colonyinc.com

  
						



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  FJF
  INVESTCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Frank J. Fertitta III

  	
   

  
	
   

  	
  Name: Frank J. Fertitta
  III

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
					



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  LJF
  INVESTCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name:

  	
  Lorenzo J. Fertitta

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
					



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  BLS
  INVESTCO, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Blake L. Sartini

  	
   

  
	
   

  	
  Name:  Blake L. Sartini

  
	
   

  	
  Title:   Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  P.O. Box 31106

  
	
   

  	
  Las Vegas, Nevada 89173

  
	
   

  	
  Attn:

  	
  Blake
  L. Sartini

  
	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  891-4288

  
	
   

  	
  Fax:

  	
  (702)
  891-4289

  
	
   

  	
  e-mail:

  	
  Joe.Stone@sartinienterprises.com

  
					



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  FCP
  CLASS B HOLDCO LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Lorenzo J. Fertitta

  	
   

  
	
   

  	
  Name: Lorenzo J. Fertitta

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address for Notices:

  	
   

  
	
   

  	
   

  
	
   

  	
  1505 S. Pavilion Center
  Drive

  
	
   

  	
  Las Vegas, Nevada 89135

  
	
   

  	
  Attn:

  	
  Richard
  J. Haskins

  
	
   

  	
   

  	
   

  
	
   

  	
  Phone:

  	
  (702)
  495-4265

  
	
   

  	
  Fax:

  	
  (702)
  495-3310

  
	
   

  	
  e-mail:

  	
  Richard.Haskins@StationCasinos.com

  
						



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


	
  IN WITNESS WHEREOF, the
  undersigned Member has caused this counterpart signature page to the
  Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners
  LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be duly
  executed as of the date first above written.

  



 


 


	
   

  	
  SCOTT
  & MARY ALICE NIELSON TRUST, as a

  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott M Nielson

  	
   

  
	
   

  	
  Scott M Nielson, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary Alice Nielson

  	
   

  
	
   

  	
  Mary Alice Nielson, Trustee

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Scott
  & Mary Alice Nielson Trust

  
	
   

  	
  9037
  Waterfield Court

  
	
   

  	
  Las
  Vegas, Nevada 89134

  
	
   

  	
  Telephone:
  (702) 360-3870

  
	
   

  	
  Facsimile: (702)
  495-4245

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  WILEY,
  LLC, as a Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William W. Warner

  	
   

  
	
   

  	
  William W. Warner,
  Managing Member

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  William
  W. Warner

  
	
   

  	
  1620
  Bayonne Drive

  
	
   

  	
  Las
  Vegas, Nevada 89134

  
	
   

  	
  Telephone:
  (702) 595-1660

  
	
   

  	
  Facsimile
  (702) 233-1692

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  HASKINS
  FAMILY TRUST,

  
	
   

  	
  as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Richard J. Haskins

  	
   

  
	
   

  	
  Richard J. Haskins,
  Co-Trustee

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Haskins
  Family Trust

  
	
   

  	
  9325
  Tournament Canyon Drive

  
	
   

  	
  Las
  Vegas, NC 89144

  
	
   

  	
  Phone:
  (702) 233-2304

  
	
   

  	
  Email:
  haskinslasv@cox.net

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By: 

  	
  /s/ Thomas M. Friel

  	
   

  
	
   

  	
  Thomas M. Friel, as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Thomas M. Friel

  
	
   

  	
  517 Canyon Greens Drive

  
	
   

  	
  Las Vegas, NV 89144

  
	
   

  	
  Phone: (702) 495-4210

  
	
   

  	
  Fax: (702) 495-4245

  
	
   

  	
  Email:
  tom.frield@stationcasinos.com

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  HASSON
  FAMILY TRUST, as a Class A 

  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Joe Hasson

  	
   

  
	
   

  	
  Joe Hasson, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Joe
  Hasson

  
	
   

  	
  34
  Glistening Cloud Drive

  
	
   

  	
  Henderson,
  NV 89012

  
	
   

  	
  Phone:
  (702) 897-4201

  
	
   

  	
  email:

  
	
   

  	
  JOSEPH_J_HASSON@YAHOO.COM

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By: 

  	
  /s/ Tom Roberts

  	
   

  
	
   

  	
  Tom Roberts, as a Class A
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Tom Roberts

  
	
   

  	
  11388 Rancho Villa Verde Place

  
	
   

  	
  Las Vegas, NV 89138

  
	
   

  	
  Phone: (702) 277-0516

  
	
   

  	
  Fax: (702) 495-3270

  
	
   

  	
  Emails:
  tomroberts@stationcasinos.com

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By: 

  	
  /s/ Joe Haley

  	
   

  
	
   

  	
  Joe Haley, as a Class A
  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Joe Haley

  
	
   

  	
  10204 Owl’s Peak Court

  
	
   

  	
  Las Vegas, NV 89144

  
	
   

  	
  Phone: (702) 341-5966

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Valerie Murzl

  	
   

  
	
   

  	
  Valerie Murzl, as a Class
  A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Valerie
  Murzl

  
	
   

  	
  10316
  Carolina Hills

  
	
   

  	
  Las
  Vegas, Nevada 89144

  
	
   

  	
  Phone:
  (702) 254-2879

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN WITNESS WHEREOF, the
undersigned Member has caused this counterpart signature page to the
Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC
and Fertitta Partners LLC, dated as of November 7, 2007, to be duly executed as
of the date first above written.


 


	
   

  	
  By:

  	
  /s/ Edward W. Martin

  	
   

  
	
   

  	
  Edward W. Martin III, as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Ned
  Martin

  
	
   

  	
  2100
  Fawn Ridge Street

  
	
   

  	
  Las
  Vegas, NV 89134

  
	
   

  	
  Phone:
  (702) 242-8483

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Art Manteris

  	
   

  
	
   

  	
  Art Manteris, as a Class A
  Member

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Art
  Manteris

  
	
   

  	
  227
  Hallett Cove Court

  
	
   

  	
  Boulder
  City, NV 89005

  
	
   

  	
  Phone:
  (702) 293-2474

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  SCK
  LIVING TRUST,

  
	
   

  	
  as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Scott Kreeger

  	
   

  
	
   

  	
  Scott Kreeger, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Scott
  Kreeger

  
	
   

  	
  308
  Highland Mesa Court

  
	
   

  	
  Las
  Vegas, NV 89144

  
	
   

  	
  Phone:
  (702) 837-0145

  
	
   

  	
  Email:
  insearchofscottk@AOL.COM

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  JOLEEN
  LEGAKES TRUST,

  
	
   

  	
  as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Joleen Legakes

  	
   

  
	
   

  	
  Joleen Legakes, Trustee

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Joleen
  Legakes

  
	
   

  	
  379
  Santa Candida Street

  
	
   

  	
  Las
  Vegas, NV 89138

  
	
   

  	
  Phone:
  (702) 419-0006

  
	
   

  	
  Fax:
  (702) 495-3390

  
	
   

  	
  Email:
  Joleen.legakes@stationcasinos.com

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


 


	
   

  	
  By: 

  	
  /s/ Don Richardson

  	
   

  
	
   

  	
  Don Richardson, as a Class
  A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Don
  Richardson

  
	
   

  	
  2445
  Tour Edition Drive

  
	
   

  	
  Henderson,
  NV 84074

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN
WITNESS WHEREOF, the undersigned Member has caused this counterpart signature
page to the Equityholders Agreement of Station Casinos, Inc., Fertitta Colony
Partners LLC and Fertitta Partners LLC, dated as of November 7, 2007, to be
duly executed as of the date first above written.


 


	
   

  	
  THE
  DUNKESON FAMILY TRUST, as a Class

  
	
   

  	
  A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Dunkeson

  	
   

  
	
   

  	
  Mark Dunkeson, Co-Trustee

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  The
  Dunkeson Family Trust

  
	
   

  	
  9628
  Grand Isle Lane

  
	
   

  	
  Las
  Vegas, NV 89144

  
	
   

  	
  Phone:
  (702) 221-6001

  
	
   

  	
  Email:
  mark.dunkeson@stationcasinos.com

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN WITNESS WHEREOF, the
undersigned Member has caused this counterpart signature page to the
Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC
and Fertitta Partners LLC, dated as of November 7, 2007, to be duly executed as
of the date first above written.


 


 


	
   

  	
  By: 

  	
  /s/ John Pasqualotto

  	
   

  
	
   

  	
  John Pasqualotto, as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  John
  Pasqualotto

  
	
   

  	
  5950
  West Quail Avenue

  
	
   

  	
  Las
  Vegas, NV 89118

  
	
   

  	
  Phone:
  (702) 247-6543

  
	
   

  	
  Fax:
  (702) 220-7537

  
	
   

  	
  Email:
  jpasqualotto@cox.net

  



 

















 


EQUITYHOLDERS AGREEMENT OF

STATION CASINOS, INC.,

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


IN WITNESS WHEREOF, the
undersigned Member has caused this counterpart signature page to the
Equityholders Agreement of Station Casinos, Inc., Fertitta Colony Partners LLC
and Fertitta Partners LLC, dated as of November 7, 2007, to be duly executed as
of the date first above written.


 


 


	
   

  	
  By:

  	
  /s/ Matthew L. Heinhold

  	
   

  
	
   

  	
  Matthew L. Heinhold, as a
  Class A Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Matthew
  L. Heinhold

  
	
   

  	
  10021
  Ranch Hand Ave.

  
	
   

  	
  Las
  Vegas, NV 89117

  
	
   

  	
  Phone:
  (702) 838-0695

  
	
   

  	
  email:
  matt.heinhold@stationcasinos.com

  



 

















 


SCHEDULE I


 


MAJOR ACTIONS


 


The
following actions constitute Major Actions, whether by Station or any
Subsidiary:


 


(i)            entry into any agreement or
transaction between Station or any Subsidiary, on the one hand, and any Station
Stockholder or any Affiliate of a Station Stockholder (other than Station or
any Subsidiary), on the other, if the cost of such agreement or transaction,
individually or in the aggregate, exceeds $100,000 in any year, other than (A)
transactions expressly contemplated by this Agreement, and (B) items purchased
in the ordinary course of business by the purchasing department of Station or
any Subsidiary which are purchased on behalf of a Named Executive Officer and
for which Station or such Subsidiary is promptly reimbursed by such Named
Executive Officer;


 


(ii)           the establishment or modification of
the annual budget, business plan and interest rate hedging policy of Station
and the Subsidiaries; provided, that if a Supermajority of the Board of
Directors fails to approve the performance thresholds the Named Executive
Officers and the next four (4) highest paid senior executives of Station are
required to attain in order to earn bonus targets in any year, such performance
thresholds shall be the performance thresholds of the previous year, plus a 5%
increase, subject to reasonable adjustments due to actual performance above or
below such pro forma business plan as a result of unanticipated project
expansion delays, accelerations or project acquisitions;


 


(iii)          other than as contemplated by the
annual budget, the commitment to or incurrence of any other capital expenditure
or series of related capital expenditures in an amount that exceeds $15 million
in any fiscal year;


 


(iv)          any material amendment to (A) the
Articles of Incorporation or the Bylaws of Station or the organizational
documents of any material Subsidiary, (B) this Agreement or (C) the FCP
Operating Agreement or the Fertitta Partners Operating Agreement;


 


(v)           any material change in the line of
business or entry into a gaming jurisdiction not regulated by the Nevada Gaming
Authorities or the National Indian Gaming Commission by Station;


 


(vi)          any material restriction on the
business activities of Station or any of the Subsidiaries affecting, directly
or indirectly, the business activities of the Station Stockholders;


 


(vii)         the compromise or settlement of any
lawsuit or administrative matter where the amount Station or any of the
Subsidiaries is required to pay individually or in the aggregate pursuant to
such compromise or settlement is in excess of $15 million;


 


(viii)        the setting of compensation for the
Named Executive Officers and the four (4) next highest paid senior executives
of Station, including their successors or replacements;


 

















 


(ix)           the approval of the appointment of a
Chief Executive Officer and President of Station other than a Named Executive
Officer;


 


(x)            the authorization of any
contribution of additional capital to Station by any of the Station
Stockholders;


 


(xi)           prior to the fourth (4th) anniversary
of the date hereof, the authorization of an Initial Public Offering;


 


(xii)          the authorization of any dividend or
distribution to any Station Stockholder;


 


(xiii)         prior to the fourth (4th) anniversary
of the date hereof, the authorization of the Transfer of any Class A Units by
any Member, other than (A) a Permitted Transfer or (B) in the case of the Named
Executive Members, upon the death or Disability of both of the Named Executive
Officers;


 


(xiv)        a determination of the fair market value
of any asset of Station or any Subsidiary, as the case may be, as of any date;


 


(xv)         the establishment or release of any
reserves as to Station or any Subsidiary;


 


(xvi)        the establishment and composition of
committees of the Board of Directors;


 


(xvii)       the merger or consolidation of Station or
any of the Subsidiaries (other than a merger or consolidation of Station with
any of its wholly-owned Subsidiaries or of any of Station’s wholly-owned
Subsidiaries with any other of Station’s wholly-owned Subsidiaries), whether to
effect an acquisition or divestiture of assets or otherwise or any other
transaction causing a Change of Control;


 


(xviii)      any sale, lease or other conveyance of
assets of Station or any of the Subsidiaries in any transaction or series of
related transactions (other than any sale, lease or other conveyance of assets
of any wholly-owned Subsidiary to Station or any of Station’s other
wholly-owned Subsidiaries), in each case outside the ordinary course of
business or any assets (other than obsolete inventory or inventory sold in the
ordinary course of business), except for sales, leases or other conveyances of
assets in a single transaction or series of related transactions with a fair
market value of less than $15 million;


 


(xix)         any guarantee, assumption or incurrence
of indebtedness for, or grant of any security interests to secure, borrowed
money in excess of $15 million by Station or any of the Subsidiaries at any one
time other than (A) any indebtedness outstanding as of the date hereof, (B)
intercompany indebtedness and (C) trade indebtedness incurred in the ordinary
course of business;


 


(xx)          the commencement of any liquidation,
dissolution or voluntary bankruptcy, administration, recapitalization or
reorganization of Station or any Subsidiary in any 


 

















 


form
of transaction, any arrangement with creditors, or the consent to entry of an
order for relief in an involuntary case, or take the conversion of an
involuntary case to a voluntary case, or the consent to the appointment or
taking possession by a receiver, trustee or other custodian for all or
substantially all of its property, or otherwise seek the protection of any
applicable bankruptcy or insolvency law, other than any such actions with
respect to a non-material Subsidiary where, in the good faith judgment of the
Board of Directors, the maintenance or preservation of such Subsidiary is no
longer desirable in the conduct of the business of Station or any Subsidiary;
and


 


(xxi)         the appointment, removal or replacement
of any independent director of Station or any Subsidiary.


 

















 


SCHEDULE II


 


OWNERSHIP OF STATION STOCK


 


	
  Stockholder

  	
   

  	
  Number
  and Class of Shares in Station

  Casinos, Inc.

  
	
  FCP Holding, Inc.

  	
   

  	
  31,647,789 Shares of
  Non-Voting Common Stock

  
	
  Fertitta Partners LLC

  	
   

  	
  10,027,049 Shares of
  Non-Voting Common Stock

  
	
  FCP VoteCo, LLC

  	
   

  	
  41.7 Shares of Common
  Stock

  



 

















 


EXHIBIT A


 


FORM OF


 


SECURED PROMISSORY NOTE


 


	
  $ 

  	
   

  	
  As of 

  



 


(plus
such amounts as may be added to 

principal as provided in Section 1.2 below)


 


FOR
VALUE RECEIVED,                 
(the “Borrower”), hereby promises to pay the aggregate principal sum of                                  
Dollars ($                ),
plus interest as provided below, to the order of          
(the “Secured Party”), or the Secured Party’s assigns, as applicable as
described in Section 1.1 below; Terms used herein and not otherwise
defined have the meanings ascribed to them in the Equityholders Agreement of
Station Casinos, Inc., Fertitta Colony Partners LLC and Fertitta Partners LLC,
dated as of    November 7, 2007 (the “Agreement”).


 


1.             Payment.


 


1.1           Principal. Subject to the
provisions of Section 1.4 hereof, the entire principal amount of
this Secured Promissory Note (this “Note”), together with all accrued
and unpaid interest thereon, shall be paid on the earlier to occur of (i) a
sale of FCP, Fertitta Partners or Station, (ii) one year after an initial
underwritten public offering of Station or (iii) a bankruptcy of FCP, Fertitta
Partners or Station, and may be paid in cash or in stock (such stock to be
valued at the time of such sale or initial public offering, as applicable), at
the Borrower’s option (the “Maturity Date”).


 


1.2           Interest. Until the second
anniversary of the date hereof, interest shall accrue with respect to the
unpaid principal amount of this Note at a rate of LIBOR plus one and a half
percent (1.5%) per annum and shall be paid in cash quarterly on           ,
          ,          
and             ,
commencing on             
(each a “Quarterly Payment Date”). If the last day of the calendar
quarter is a Saturday, Sunday or business holiday under the laws of the State
of Nevada, the payment that would otherwise be due thereon instead shall be due
on the next-succeeding business day, and such extension of time shall be
included in computing the interest due in respect of said payment. From and
after the second anniversary of the date of this agreement until the Maturity
Date, interest shall accrue with respect to the unpaid principal amount of this
Note at a rate of LIBOR plus four percent (4%) and the principal amount of this
Note shall be automatically increased by the amount of the accrued interest on
each Quarterly Payment Date. Interest shall be computed on the basis of a
360-day year and a 90-day calendar quarter and on the actual number of days
elapsed in any period of less than one calendar quarter. All accrued and unpaid
interest shall be due and payable on the Maturity Date.


 

















 


1.3           Prepayment. The Borrower may
prepay, in whole or in part, the principal outstanding and/or the interest
accrued hereunder. The Borrower shall be required to use the after-tax cash
proceeds realized from the sale of Class A Units or Class B Units to
prepay the outstanding principal and/or interest accrued interest hereunder. All
prepayments shall first be applied to pay accrued but unpaid interest and then
to repay outstanding principal.


 


1.4           Acceleration. Upon the
occurrence of an Event of Default (as defined below), the Secured Party may
declare the entire principal amount of this Note plus accrued but unpaid
interest to be immediately due and payable and take any other action allowed by
law; provided, however, that such
amounts shall become immediately due and payable without any action of the
Secured Party in the event of an Event of Default described under clause (a) of
the definition of “Event of Default.” 
The occurrence of any of the following shall be deemed to be an event of
default (an “Event of Default”) hereunder: (a) bankruptcy, attachment,
receivership or similar liquidation event of the Borrower; (b) the breach in
any material respect of any covenant of the Borrower in this Note; (c) any
representation or warranty of the Borrower in this Note is false or misleading
in any material respect when made; or (d) the Borrower sells, transfers or
disposes of all or any portion of the Pledged Interests (as defined below)
other than the grant of the security interest in the Pledged Interests pursuant
to this Note.


 


1.5           Manner of Payment. Payments
hereunder shall be made by the Borrower to the Secured Party for the benefit of
the Secured Party, at the option of the Secured Party, by wire transfer to the
account, or by check at the address, in either case provided to the Borrower by
the Secured Party in writing, in immediately available lawful money of the
United States of America without any deduction whatsoever, including, but not
limited to, any deduction for any set off or counterclaim.


 


2.             Security Grant. As security
for the prompt and complete payment and performance of all of its obligations
under this Note, subject to the receipt of all approvals required under the
Gaming Laws, the Borrower does hereby grant to the Secured Party a continuing
lien on and security interest in all of the right, title and interest of the
Borrower in, to and under the Pledged Interests, wherever located. The Borrower
agrees to execute and deliver promptly to the Secured Party any and all
documents or instruments reasonably deemed by the Secured Party to be necessary
to perfect the security interest granted hereby. “Pledged Interests”
means all of the Borrower’s right, title and interest in [   (  )]
of the Borrower’s Class A Units of Fertitta Partners, together with all
certificates (if any) evidencing the same; provided, that such amount of
Class A Units shall be adjusted pursuant to Section 3.1(d)(ii) of Fertitta
Partners Operating Agreement.


 


3.             Remedies; Rights upon Default.


 


(a)           In
addition to all other rights and remedies granted to it under this Note, if any
Event of Default shall have occurred and be continuing, subject to Gaming Laws,
the Secured Party may exercise all of its rights and remedies as a secured
party under the Code. The Secured Party shall have the right upon any such
public sale or sales and, to the extent permitted by law, upon any such private
sale or sales, to purchase for the benefit of the Secured Party, the whole or
any part of said Pledged Interests so sold, free of any right or equity of
redemption, 


 

















 


which
equity of redemption the Borrower hereby releases. Such sales may be adjourned
and continued from time to time with or without notice.


 


(b)           Until
the Secured Party is able to effect a sale, lease or other disposition of the
Pledged Interests, subject to Gaming Laws, the Secured Party shall have the
right to hold or use the Pledged Interests, or any part thereof, to the extent
that it deems appropriate for the purpose of preserving the Pledged Interests
or their value or for any other purpose deemed appropriate by the Secured Party.
The Secured Party shall have no obligation to the Borrower to maintain or
preserve the rights of the Borrower as against third parties with respect to
the Pledged Interests while the Pledged Interests are in the possession of the
Secured Party. The Secured Party may, if it so elects, seek the appointment of
a receiver or keeper to take possession of the Pledged Interests and to enforce
any of the Secured Party’s remedies, with respect to such appointment without
prior notice or hearing as to such appointment. The Secured Party shall apply
the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale to the repayment of this Note, and only after so paying
over such net proceeds, and after the payment by the Secured Party of any other
amount required by any provision of law, need the Secured Party account for the
surplus, if any, to the Borrower. To the maximum extent permitted by applicable
law, the Borrower waives all claims, damages and demands against the Secured
Party arising out of the repossession, retention or sale of the Pledged
Interests except such as arise solely out of the gross negligence or willful
misconduct of the Secured Party as finally determined by a court of competent
jurisdiction. The Borrower agrees that ten (10) days prior notice by the
Secured Party of the time and place of any public sale or of the time after
which a private sale may take place is reasonable notification of such matters.


 


(c)           Except
as otherwise specifically provided herein the Borrower hereby waives
presentment, demand, protest or any notice (to the maximum extent permitted by
applicable law) of any kind in connection with this Note or any the Pledged
Interests.


 


(d)           (i)            The
Secured Party hereby agrees that, except as set forth in Section 3(d)(ii)
below, its rights under and in respect of this Note and any claim or liability
under or reflected by this Note, including in any assertion of this Note or
such claims or liabilities against the Borrower, shall be limited to
satisfaction out of, and enforcement against, the Pledged Interests and the
additional Class A Units and Class B Units held by the Named
Executive Members. If any Event of Default shall occur and be continuing, the
Secured Party agrees that, except as set forth in Section 3(d)(ii)
below, it shall not have the right to proceed directly or indirectly against
the Borrower or against its properties and assets (other than the Pledged
Interests) for the satisfaction of this Note. The foregoing acknowledgments and
agreements shall survive the termination of this Note and shall be enforceable
by the Borrower.


 


(ii)           Notwithstanding the foregoing, it is
expressly understood and agreed, however, that nothing contained in the above
paragraph shall in any manner or any way (i) constitute or be deemed to be a
release of the obligations under this Note or the obligations secured by the
liens and security interests and possessory rights created by or arising from
this Note, or impair the enforceability of such liens, security interests and
possessory rights, in each case against the Pledged Interests, (ii) affect or
diminish any written obligation, covenant or agreement of the Borrower to which
such Person is a party, except for the limitation of recourse with respect to
this Note and any claim or liability under or reflected by this Note, or (iii)
affect 


 

















 


or
diminish any rights of any person against any other person arising from
misappropriation or misapplication of any funds or for such other person’s
fraud, gross negligence or willful misconduct.


 


4.             Representations and Warranties
of the Borrower. Borrower hereby represents and warrants to the Secured
Party that the Borrower has full power and authority to execute and deliver
this Note and to perform its obligations hereunder. The execution and delivery
by the Borrower of this Note and the performance by the Borrower of its
obligations hereunder, has been duly and validly authorized by all necessary
action, and no other action on the part of any of them is required to authorize
the execution, delivery and performance of this Note. This Note has been duly
and validly executed and delivered by the Borrower and constitutes a legal,
valid and binding obligation of the Borrower enforceable against the Borrower
in accordance with its terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws relating to the enforcement of creditors’
rights generally and by general principles of equity.


 


5.             Covenants. Borrower hereby
covenants and agrees that, without the consent of the Secured Party, it will
not create any liens, encumbrances or other security interests of any kind or
nature whatsoever in the Pledged Interests.


 


6.             Amendment Provisions. This
Note may not be amended or modified, nor may any of its terms be waived, except
by written instruments signed by the Borrower and the Secured Party, and then
only to the extent set forth therein. Any amendment to this Note will require
the approval of the Nevada Gaming Authorities to be effective.


 


7.             Severability. If any
provision of this Note is determined to be invalid, illegal or unenforceable,
in whole or in part, the validity, legality and enforceability of any of the
remaining provisions or portions of this Note shall not in any way be affected
or impaired thereby and this Note shall nevertheless be binding between the
Borrower and the Secured Party.


 


8.             Binding Effect; Assignment. This
Note shall be binding upon, and shall inure to the benefit of, the Borrower and
the Secured Party thereof and their respective successors and permitted assigns.
This Note and the obligations of the Borrower set forth herein are not
assignable in whole or in part by the Borrower. This Note shall not be assignable
by the Secured Party without the prior written consent of the Borrower other
than to an Affiliate of the Secured Party.


 


9.             Effect of Waiver. No delay
or omission on the part of any Secured Party in exercising any right hereunder
shall operate as a waiver of such right or of any other right of such Secured
Party, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Borrower, regardless of the time, order or place of signing, waives
presentment, demand, protest and notices of every kind.


 


10.           Notices. Any notice required
by any provision of this Note to be given to the Secured Party or the Borrower
shall be in writing and may be delivered by personal service or facsimile or
sent by registered or certified mail, return receipt requested, with postage
thereon fully prepaid. All such communications shall be addressed as follows:


 

















 


	
   

  	
  If
  to the Secured Party:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  If
  to Borrower:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


11.           Headings and Governing Law/Venue.
The descriptive headings in this Note are inserted for convenience only and do
not constitute a part of this Note. The validity, meaning and effect of this
Note shall be determined in accordance with the laws of the State of Nevada,
without regard to principles of conflicts or choice of law.


 


12.           WAIVER OF JURY TRIAL. THE
PARTIES HEREBY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING IN CONNECTION WITH ALL MATTERS CONTEMPLATED HEREBY AND DOCUMENTS
EXECUTED IN CONNECTION HEREWITH.


 


13.           Expenses. Each of the Borrower
and the Secured Party shall bear its own costs and expenses incurred in
connection with the enforcement or collection of this Note and the lien created
hereunder, including attorney’s and accountant’s fees and expenses, provided
that the prevailing party in any litigation shall be entitled to reimbursement
from the other party for all reasonable costs and expenses, including attorney’s
and accountant’s fees, incurred in connection with such litigation.


 

















 


IN
WITNESS WHEREOF, the Borrower has duly caused this Note to be signed in its
name and on its behalf by its duly authorized officer as of the date
hereinabove written.


 


	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a
  

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title: