Exhibit
10.27


 


AMENDMENT TO EQUITYHOLDERS
AGREEMENT

OF

STATION CASINOS, INC., 

FERTITTA COLONY PARTNERS LLC

AND

FERTITTA PARTNERS LLC


 


THIS AMENDMENT TO EQUITYHOLDERS AGREEMENT OF STATION CASINOS,
INC., FERTITTA COLONY PARTNERS LLC AND FERTITTA PARTNERS LLC, dated as of February 27,
2008 (the “Amendment”) is by and among Station Casinos, Inc.,
a Nevada corporation (“Station”), Fertitta Colony Partners LLC, a Nevada
limited liability company (“Parent”), Fertitta Partners LLC, a Nevada
limited liability company (“Fertitta Partners”), FCP Holding, Inc.,
a Nevada corporation (“FCP Holding”), and FCP VoteCo, LLC, a Nevada
limited liability company (“FCP VoteCo”).


 


RECITALS


 


A.            WHEREAS, effective
as of November 7, 2007, the undersigned entered into the Equityholders
Agreement of Station, Parent and Fertitta Partners (the “Equityholders
Agreement”) by and among Station, Parent, Fertitta Partners, FCP Holding,
FCP VoteCo and the other direct and indirect equityholders of Station, Parent
and Fertitta Partners identified on the signature pages thereto.  Capitalized terms used herein and not
otherwise defined have the meaning set forth in the Equityholders Agreement;


 


B.            WHEREAS, the undersigned
desire to amend the Equityholders Agreement on the terms and subject to the
conditions hereof.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the undersigned agree to amend the Equityholders Agreement as follows:


 


AGREEMENT


 


1.             Amendment to Equityholders
Agreement.


 


(a)           Section 2.1(a) of
the Equityholders Agreement is hereby amended and restated in its entirety as
follows:


 


(a)           Appointment
and Term of Directors; Vacancies.


 


(i)            The
Board of Directors shall consist of six (6) directors, or such other
number of members as may be agreed by a Supermajority of the Board of
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”), 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”), and one (1) member of the Board of Directors shall
be appointed as 


 

















 


mutually agreed by
the Named Executive Officers and the VoteCo Sponsor Member (the “Independent
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, the VoteCo
Sponsor Member shall have the sole right to remove the Sponsor Directors, and the
Independent Director shall be removed as mutually agreed by the Named Executive
Officers and the VoteCo Sponsor Member; provided that, the VoteCo
Sponsor Member shall remove a Sponsor Director, the Named Executive Officers
shall remove a Named Executive Director, and the Named Executive Officers and
VoteCo Sponsor Member shall mutually remove the Independent Director, if there
is Cause to remove such Sponsor Director, Named Executive Director or Independent
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, a Sponsor Director vacancy shall be filled by the VoteCo
Sponsor Member, and an Independent Director vacancy shall be filled in
accordance with the provisions of subsections (ii), (iii) and (iv) below.


 


(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 B Units issued
by Parent 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, 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, and one (1) member
of the Board of Directors shall be appointed as mutually agreed by the Named
Executive Designees and the VoteCo Sponsor Member, which director shall be
deemed to be the Independent Director; (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,
which director shall be deemed to be a Named Executive Director, the VoteCo
Sponsor Member shall be entitled to appoint four (4) 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 Designees and the VoteCo Sponsor Member,
which director shall be deemed to be the Independent Director; (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 


 


 


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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, which director shall be
deemed to be the Independent Director, and the VoteCo Sponsor Member shall be
entitled to appoint five (5) members of the Board of Directors, which directors
shall be deemed to be Sponsor 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 six (6) members of the Board
of Directors shall be appointed by the VoteCo Sponsor Member, which directors
shall be deemed to be Sponsor Directors; 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 shall be deemed to be Named Executive Directors, 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, and
one (1) member of the Board of Directors shall be appointed as
mutually agreed by the Named Executive Officers, the Named Executive Designees
and the VoteCo Sponsor Member, which director shall be deemed to be the
Independent Director; 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 three (3) members of the Board of
Directors, which directors shall be deemed to be 


 


 


3

















 


Named Executive
Directors, the VoteCo Sponsor Member shall be entitled 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, the Named
Executive Designees and the VoteCo Sponsor Member, which director shall be
deemed to be the Independent Director; (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 a Named
Executive Directors, the VoteCo Sponsor Member shall have the right to appoint three
(3) 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, the
Named Executive Designees and the VoteCo Sponsor Member, which director shall
be deemed to be the Independent Director; 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 a Named Executive Directors, the VoteCo
Sponsor Member shall have the right to appoint three (3) 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, the Named Executive Designees
and the VoteCo Sponsor Member, which director shall be deemed to be the
Independent Director; provided that if the members of the Board of
Directors are being appointed pursuant to Section 2.1(a)(iv)(B) or
2.1(a)(iv)(C), 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 one (1) member
of the Board of Directors shall be appointed as mutually agreed by the Named
Executive Officers, the Named Executive Designees and the VoteCo Sponsor
Member, which director shall be deemed to be the Independent Director, and the
VoteCo Sponsor Member shall be entitled to appoint five (5) members of the
Board of Directors, which directors shall be deemed to be Sponsor Directors, and
no action of the Board of Directors shall require the approval of a
Supermajority of the Board of Directors.


 


(b)           Section 1.1(a) of
the Equityholders Agreement is hereby amended by adding in alphabetical order a new definition “Independent Director” to read: ““Independent Director” has the meaning
set forth in Section 2.1(a)(i).”


 


                                2.             Continued Effectiveness of
Agreement.  Except as expressly
provided herein, the Equityholders Agreement shall remain unchanged, unaltered
and in full force and effect.


 


 


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                                3.             Headings.  Section and subsection headings in this
Amendment are included in this Amendment for convenience of reference only and
shall not constitute a part of this agreement for any other purpose or be given
any substantive effect.


 


                                4.             Governing Law.  This Amendment shall be governed by and
interpreted in accordance with the law of the State of Nevada.


 


                                5.             Counterparts.  This Amendment may be executed in any number
of counterparts and when so executed, all of such counterparts shall constitute
a single instrument binding upon all parties notwithstanding the fact that all parties
are not signatory to the original or to the same counterpart.


 


 


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                                IN WITNESS
WHEREOF, the parties hereto have executed this Amendment, effective as of the
date set forth above.


 


 


	
   

  	
  STATION
  CASINOS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas M.
  Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Executive Vice
  President, Chief Accounting

  
	
   

  	
   

  	
  Officer and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FERTITTA
  COLONY PARTNERS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorenzo J.
  Fertitta

  
	
   

  	
  Name:

  	
  Lorenzo J.
  Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FERTITTA
  PARTNERS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorenzo J.
  Fertitta

  
	
   

  	
  Name:

  	
  Lorenzo J.
  Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FCP
  HOLDING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorenzo J.
  Fertitta

  
	
   

  	
  Name:

  	
  Lorenzo J.
  Fertitta

  
	
   

  	
  Title:

  	
  Vice President

  



 

















 


	
   

  	
  FCP
  VOTECO, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lorenzo J.
  Fertitta

  
	
   

  	
  Name:

  	
  Lorenzo J.
  Fertitta

  
	
   

  	
  Title:

  	
  Vice President