Exhibit 4.19


 


AMENDED AND RESTATED MAKE-WELL AGREEMENT


 


This Amended and Restated
Make-Well Agreement (as amended, supplemented or otherwise modified from time
to time, this “Agreement”) is entered into as of December 22, 2003, by Station
Casinos, Inc., a Nevada corporation (“Station”), GCR Gaming, LLC, a Nevada
limited liability company (“GCR Gaming”), and GV Ranch Station, Inc., a Nevada
corporation (“GV Ranch Station”), jointly and severally, in favor of Bank of
America, N.A., as Administrative Agent for the benefit of the Lenders under the
Loan Agreement described below. 
Station, GCR Gaming and GV Ranch Station are each referred to herein as
a “Obligor” and collectively, as “Obligors”. This Agreement amends and restates
in its entirety the Make-Well Agreement dated as of September 18, 2001 made by
the Obligors in favor of the Administrative Agent and the lenders under the
Existing Loan Agreement (the “Prior Make-Well”).


 


RECITALS


 


A.            Pursuant to the Amended and Restated Loan
Agreement (as amended, supplemented or otherwise modified from time to time,
the “Loan Agreement”) of even date herewith by and among Green Valley Ranch
Gaming, LLC, a Nevada limited liability company (“Borrower”), the lenders from
time to time parties thereto (each a “Lender” and collectively, the “Lenders”),
and Bank of America, N.A., as Administrative Agent, the Lenders have agreed to
extend certain credit facilities to Borrower.


 


B.            The Loan Agreement provides, as a condition
precedent to the Lenders’ obligation to extend such credit facilities to
Borrower, that Obligors shall enter into this Agreement, and shall make or
cause to be made Cash Equity Contributions to the Borrower in the amounts and
under the terms and conditions set forth herein.


 


C.            The obligations of GCR Gaming and GV Ranch
Station hereunder shall be secured by the Member Pledge Agreement referred to
in the Loan Agreement, and the obligations of GCR Gaming hereunder shall be
secured by the Greenspun Pledge Agreement referred to in the Loan Agreement.  As of the date hereof, the obligations of
Station hereunder are unsecured.


 


D.            This Agreement is the Make-Well Agreement
referred to in the Loan Agreement and is one of the Loan Documents described in
the Loan Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in order to
induce the Lenders to extend credit facilities to Borrower under the Loan
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Obligors hereby agree as follows:


 


1.             Definitions.  Terms defined in the Loan
Agreement and not otherwise defined in this Agreement shall have the meanings
defined for those terms in the Loan Agreement. 
As used in this Agreement, the following terms shall have the meanings
respectively set forth after each:


 


“Bankruptcy Code” means
Title 11 of the United States Code as amended from time to time.


 


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“Insolvency Proceeding”
means any case or proceeding, voluntary or involuntary, under the Bankruptcy
Code, or any similar existing or future law of any jurisdiction, state or
federal, relating to bankruptcy, insolvency, reorganization or relief of
debtors.


 


2.             Make-Well Agreement.  For
as long as the Loan Agreement remains in effect or any of the Obligations under
the Loan Agreement remains outstanding, whether before or after the
commencement of an Insolvency Proceeding, if Borrower fails to comply with
either the financial covenant set forth in Section 6.11 of the Loan Agreement
(the “Fixed Charge Coverage Ratio”) or the financial covenant set forth in
Section 6.12 of the Loan Agreement (the “Leverage Ratio”), the Obligors shall,
but only until the Obligors have indefeasibly made the Maximum Contribution
described in Section 4 below or this Agreement is released pursuant to Section
20 hereof, make or cause to be made Cash Equity Contributions to Borrower in
such amount as is required to be added to EBITDAM for the relevant period to
result in pro forma compliance with such covenants.  Obligors shall make the Cash Equity Contributions required by
this Section not later than five Business Days following the earlier of the
date on which Borrower delivers the quarterly or annual financial statements of
Borrower and its Subsidiaries to Administrative Agent pursuant to Section 8.1
of the Loan Agreement or the date such statements are required to be delivered
pursuant to said Section 8.1.


 


3.             Payment Provisions in the Event of Bankruptcy. 
Subject to the limitations set forth in Section 4 below, in the event
that the Borrower becomes subject to an Insolvency Proceeding, notwithstanding
Section 2, Obligors jointly and severally guarantee and agree that so long as
Borrower remains subject to such Insolvency Proceeding:


 


(a)           If Borrower fails to be in compliance with the Fixed Charge Coverage
Ratio or the Leverage Ratio, the Obligors shall make Cash payments in the
amounts calculated under Section 2 into an interest-bearing deposit account
designated and controlled exclusively by the Administrative Agent (the “Deposit
Account”) in which the Administrative Agent is hereby granted a security
interest for the benefit of the Lenders. 
The Deposit Account is intended to be a “deposit account” for the
purposes of Nevada Revised Statutes (“NRS”) 40.430.4(g).  Such funds shall be held in the Deposit
Account as additional Collateral for the Obligations under the Loan Agreement; provided
that, if requested by Borrower, such funds (i) shall be applied to payment of
the Obligations and/or (ii) shall be applied, with the approval of the
Requisite Lenders (which shall not be unreasonably withheld or delayed) to
payment of such other obligations of Borrower incurred in the ordinary course
for the acquisition of goods or services which have enhanced or maintained the
value of the Collateral covered by the Collateral Documents.


 


(b)           The Cash payments into the Deposit Account and the funds therein shall
be free and clear of any third party claims thereto, including any claims by
Borrower as a third party beneficiary under this Agreement.  The Obligors, the Administrative Agent on
behalf of the Lenders, and, by its signature below for this purpose, Borrower,
specifically agree that Borrower is not an intended third party beneficiary to
this Agreement and that Borrower has no rights under this Agreement.


 


4.             Limitation of Liability. 
Notwithstanding any other provision of this Agreement, the maximum
aggregate amount of Cash Equity Contributions pursuant to Section 2 and/or Cash
payments pursuant to Section 3 (taken together) which may be required of the
Obligors (taken together) shall be $42,800,000 [[$44,000,000 minus
contributions made to date]] (the “Maximum Contribution”), and, subject to
revival and reinstatement pursuant to Section 14, this Agreement shall
terminate upon the payment of the Maximum Contribution by any one or more of
the Obligors.  Upon each voluntary
reduction of the Revolving Commitment under the Credit Agreement, so long as no
Event of Default has occurred and is continuing, the remaining unfunded amount
of the Maximum Contribution shall be


 


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concurrently and automatically reduced in an amount equal to fifty
percent of the amount of said reduction of the Revolving Commitment, provided
that the Maximum Contribution shall not be reduced by more than Ten Million
Dollars in the aggregate by reason of reductions in the Revolving
Commitment.  For the avoidance of doubt,
none of the payments made pursuant to the Prior Make-Well shall be credited
towards the Maximum Contribution.


 


5.             Subordination of Indebtedness of Borrower to
Obligors.  Each Obligor agrees that:


 


(a)           Any indebtedness of Borrower now or hereafter owed to Obligors or any
of them hereby is subordinated to the Obligations.


 


(b)           If Administrative Agent so requests, upon the occurrence and during the
continuance of any Event of Default, any such indebtedness of Borrower now or
hereafter owed to Obligors, or any of them, shall be collected, enforced and
received by the applicable Obligor as trustee for Lenders and shall be paid
over to the Administrative Agent for the benefit of Lenders in kind on account
of the Obligations (but, to the extent that the Administrative Agent and the
Lenders may legally apply the same to the Obligations, shall reduce the maximum
amount of the liability of the Obligors hereunder described in Section 4).


 


(c)           Should Obligors fail to collect or enforce any such indebtedness of
Borrower now or hereafter owed to Obligors or any of them and pay the proceeds
thereof to the Administrative Agent for the benefit of Lenders in accordance with
Section 5(b) hereof, Administrative Agent as Obligors’ attorney-in-fact may do
such acts and sign such documents in the applicable Obligor’s name as
Administrative Agent considers necessary or desirable to effect such
collection, enforcement and/or payment.


 


6.             Statutes of Limitations and Other Laws.  So
long as the Loan Agreement remains in full force and effect or any of the
Obligations remain outstanding, all the rights, privileges, powers and remedies
granted to the Administrative Agent and the Lenders hereunder shall continue to
exist and may be exercised by Administrative Agent for the benefit of the
Lenders at any time and from time to time irrespective of the fact that any of
such Obligations may have become barred by any statute of limitations.  Obligors expressly waive, to the fullest
extent permitted by law, the benefit of any and all statutes of limitation, and
any and all Laws providing for exemption of property from execution or for
evaluation and appraisal upon foreclosure, to the maximum extent permitted by
applicable Laws.


 


7.             Waivers and Consents. 
Obligors acknowledge that the obligations undertaken herein involve the
support of obligations of Persons other than Obligors and, in full recognition
of that fact, consent and agree, to the fullest extent permitted by law, that
the Administrative Agent and the Lenders may, at any time and from time to
time, without notice or demand, and without affecting the enforceability or
continuing effectiveness hereof:  (a)
supplement, modify, amend, extend, renew, accelerate or otherwise change the
time for payment or the terms of the Obligations or any part thereof, including
any increase or decrease of the rate(s) of interest thereon; (b) supplement,
modify, amend or waive, or enter into or give any agreement, approval or
consent with respect to, the Obligations or any part thereof, or any of the
Loan Documents to which Obligors are not a party or any additional security or
guaranties, make-well agreements or other surety arrangements or any condition,
covenant, default, remedy, right, representation or term thereof or thereunder;
(c) accept new or additional instruments, documents or agreements in exchange
for or relative to any of the Loan Documents or the Obligations or any part
thereof; (d) accept partial payments on the Obligations; (e) receive and hold
additional security or guaranties for or with respect to the Obligations or any
part thereof; (f) release, reconvey, terminate, waive, abandon, fail to
perfect, subordinate, exchange, substitute, transfer and/or enforce any
security,


 


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and apply any security and direct the order or manner of sale thereof
as Administrative Agent and the Lenders in their sole and absolute discretion
may determine; (g) release any Person from any personal liability with respect
to the Obligations or any part thereof; (h) settle, release on terms
satisfactory to Lenders or by operation of applicable Laws or otherwise
liquidate or enforce any Obligations and any security therefor or with respect
thereto in any manner, (i) consent to the transfer of any security and bid and
purchase at any sale; and/or (j) consent to the merger, change or any other
restructuring or termination of the existence of Borrower, any Member thereof, any
Obligor or any other Person, and correspondingly restructure the Obligations,
and any such merger, change, restructuring or termination shall not affect the
liability of Obligors or the continuing effectiveness hereof, or the
enforceability hereof with respect to all or any part of the Obligations.


 


Upon the occurrence and
during the continuance of any Event of Default, the Administrative Agent, for
the benefit of the Lenders, may enforce this Agreement independently as to each
Obligor and independently of any other remedy or security Lenders at any time
may have or hold in connection with the Obligations.  Each Obligor expressly waives any right to require Administrative
Agent or the Lenders to marshal assets in favor of Borrower or any other
Person, and agrees that Lenders may proceed against Borrower or any other
Person, or upon or against any security or remedy, before proceeding to enforce
this Agreement, in such order as they shall determine their sole and absolute
discretion.  Administrative Agent, for
the benefit of Lenders, may file a separate action or actions against Borrower
or any one or more Obligors without respect to whether action is brought or
prosecuted with respect to any security or against any other Person, or whether
any other Person is joined in any such action or actions.  Each Obligor agrees that Lenders and
Borrower and any Affiliates of Borrower may deal with each other in connection
with the Obligations or otherwise, or alter any contracts or agreements now or
hereafter existing between any of them, in any manner whatsoever, all without
in any way altering or affecting the security of this Agreement.  Subject to Section 4, the rights of
Administrative Agent and the Lenders created or granted herein and the
enforceability of this Agreement with respect to Obligors at all times shall
remain effective to support the performance, and/or full payment, of each of
the Obligations supported hereby (as limited in Section 4) even though such
Obligations, or any part thereof, or any security or guaranty, make-well
agreement or other surety arrangement therefor or with respect thereto, may be
or hereafter may become invalid or otherwise unenforceable as against Borrower
or any other Obligor or surety and whether or not Borrower shall have any personal
liability with respect thereto.  Each
Obligor expressly waives, to the fullest extent permitted by law, any and all
defenses now or hereafter arising or asserted by reason of (a) any disability
or other defense of Borrower with respect to the Obligations, (b) the
unenforceability or invalidity of any security or guaranty, make-well agreement
or other surety arrangement for or with respect to the Obligations or the lack
of perfection or continuing perfection or failure of priority of any security for
the Obligations, (c) the cessation for any cause whatsoever of the liability of
Borrower (other than by reason of the full payment and performance of all
obligations supported hereby), (d) any failure of Administrative Agent or the
Lenders to marshal assets in favor of Borrower or any other Person, (e) except
as otherwise provided in this Agreement, any failure of Administrative Agent or
the Lenders to give notice of sale or other disposition of Collateral to
Obligors or any other Person or any defect in any notice that may be given in
connection with any sale or disposition of Collateral, (f) any failure of
Administrative Agent or the Lender to comply with applicable Laws in connection
with the sale or other disposition of any Collateral or other security for any
Obligations, including without limitation, any failure Administrative Agent or
Lenders to conduct a commercially reasonable sale or other disposition of any
Collateral or other security for any Obligations, (g) any act or omission of
Administrative Agent or the Lenders or others that directly or indirectly
results in or aids the discharge or release of Borrower or the Obligations or
any security or guaranty, make-well agreement or other surety arrangement
therefor by operation of law or otherwise, (h) any Law which provides that the
obligation of a surety or guarantor must neither be larger in amount nor in
other respects more burdensome than that of the principal or which reduces a
surety’s or guarantor’s obligation in proportion to the principal obligation,
(i) any failure of Administrative Agent or Lenders to file or enforce a claim
in


 


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any bankruptcy or other proceeding with respect to any Person, (j) the
election by Administrative Agent or Lenders, in any bankruptcy proceeding of
any Person, of the application or non-application of Section 1111(b)(2) of the
United States Bankruptcy Code, (k) any extension of credit or the grant of any
Lien under Section 364 of the United States Bankruptcy Code, (l) any use of
cash collateral under Section 363 of the United States Bankruptcy Code, (m) any
agreement or stipulation with respect to the provision of adequate protection
in any bankruptcy proceeding of any Person, (n) the avoidance of any Lien in
favor of Lender for any reason, (o) any bankruptcy, insolvency, reorganization,
arrangement, readjustment of debt, liquidation or dissolution proceeding
commenced by or against any Person, including any discharge of, or bar
or stay against collecting, all or any of the Obligations (or any interest
thereon) in or as a result of any such proceeding, (p) to the extent permitted
in paragraph 40.495(4) of the Nevada Revised Statutes (“NRS”), the benefits of
the one-action rule under NRS Section 40.430, or (q) any action taken by Lender
that is authorized by this Section or any other provision of any Loan
Document.  Each Obligor expressly waives
all setoffs and counterclaims and all presentments, demands for payment or
performance, notices of nonpayment or nonperformance, protests, notices of
protest, notices of dishonor and all other notices or demands of any kind or
nature whatsoever with respect to the Obligations, and all notices of
acceptance of this Agreement or of the existence, creation or incurrence of new
or additional Obligations.


 


8.             Condition of Borrower, its Members and its
Subsidiaries.  Each Obligor represents and warrants to the
Administrative Agent and the Lenders that such Obligor has established adequate
means of obtaining from Borrower, its Members and its Subsidiaries, if any, on
a continuing basis, financial and other information pertaining to the
businesses, operations and condition (financial and otherwise) of Borrower, its
Members and its Subsidiaries, if any and their respective Properties, and Obligors
now are and hereafter will be completely familiar with the businesses,
operations and condition (financial and otherwise) of Borrower, its Members and
its Subsidiaries, if any, and their respective Properties.  Each Obligor hereby expressly waives and
relinquishes any duty on the part of Administrative Agent or the Lenders
(should any such duty exist) to disclose to Obligors any matter, fact or thing
related to the businesses, operations or condition (financial or otherwise) of
Borrower, its Members or its Subsidiaries, if any, or their respective
Properties, whether now known or hereafter known by Administrative Agent or any
Lender during the life of this Agreement. 
With respect to any of the Obligations supported hereby, neither
Administrative Agent nor the Lenders need inquire into the powers of Borrower,
its Members or any of its Subsidiaries or the officers or employees acting or
purporting to act on their behalf, and all Obligations made or created in good
faith reliance upon the professed exercise of such powers shall be secured
hereby.


 


9.             Liens on Real Property.  In
the event that all or any part of the Obligations are at any time secured by
any one or more deeds of trust or mortgages or other instruments creating or
granting Liens on any interests in real Property, each Obligor authorizes
Administrative Agent, for the benefit of Lenders, upon the occurrence of and
during the continuance of any Event of Default, at its sole option, without
notice (other than notice of foreclosure or sale, which the Administrative
Agent shall endeavor, but not be obligated, to provide to the Obligors) or
demand and without affecting any Obligations, the enforceability of this
Agreement, or the validity or enforceability of any Liens of Administrative
Agent or the Lenders on any Collateral, to foreclose any or all of such deeds
of trust or mortgages or other instruments by judicial or nonjudicial
sale.  Each Obligor expressly waives any
defenses to the enforcement of this Agreement or any rights of the Administrative
Agent or the Lenders created or granted hereby or to the recovery by
Administrative Agent or the Lenders against Borrower, Obligors or any other
Person liable therefor of any deficiency after a judicial or nonjudicial
foreclosure or sale because all or any part of the Obligations are secured by
real Property.  This means, among other
things:  (1) Administrative Agent, for
the benefit of Lenders, may collect from any Obligor without first foreclosing
on any real or personal Property collateral pledged by the Borrower; (2) if the
Administrative Agent, for the benefit of Lenders, forecloses on any real
Property collateral pledged by the Borrower:


 


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(A) the amount of the Obligations may be reduced only by the price for
which that collateral is sold at the foreclosure sale, even if the collateral
is worth more than the sale price, (B) the Administrative Agent, for the
benefit of Lenders, may collect from any Obligor even if the Administrative
Agent, by foreclosing on the real Property collateral, has destroyed any right
Obligors may have to collect from the Borrower.  This is an unconditional and irrevocable waiver of any rights and
defenses Obligors may have because all or any part of the Obligations are secured
by real Property.  Each Obligor
expressly waives any defenses or benefits that may be derived from California
Code of Civil Procedure §§ 580a, 580b, 580d or 726, or comparable provisions of
the Laws of any other jurisdiction, including, without limitation, NRS Section
40.430 and judicial decisions relating thereto, and NRS Sections 40.451,
40.455, 40.457 and 40.459, and all other suretyship defenses it otherwise might
or would have under Nevada Law or other applicable Law.


 


10.           Standstill of Rights of Subrogation. 
Notwithstanding anything to the contrary elsewhere contained herein or
in any other Loan Document to which any Obligor is a Party, but subject to the
penultimate sentence of this section, for as long as this Agreement remains in
effect, each Obligor hereby expressly agrees with respect to Borrower and its
successors and assigns (including any surety) and any other Person which is
directly or indirectly a creditor of Borrower or any surety for Borrower, to
forbear exercising any and all rights at Law or in equity to subrogation, to
reimbursement, to exoneration, to contribution, to setoff or to any other
rights that could accrue to a surety against a principal, to a guarantor
against a maker or obligor, to an accommodation party against the party accommodated,
or to a holder or transferee against a maker, and which any Obligor may have or
hereafter acquire against Borrower or any other such Person in connection with
or as a result of Obligor’s execution, delivery and/or performance of this
Agreement or any other Loan Document to which any Obligor is a party.  Each Obligor agrees, for as long as this
Agreement remains in effect, that it shall not assert any such rights against
Borrower or its successors and assigns or any other Person (including any surety)
which is directly or indirectly a creditor of Borrower or any surety for
Borrower, either directly or as an attempted setoff to any action commenced
against that Obligor by Borrower (whether as borrower or in any other
capacity), Administrative Agent, any Lender or any other such Person.  Notwithstanding the foregoing provisions of
this Section, it is agreed that for so long as no Event of Default has been
asserted by the Administrative Agent and the Lenders, and has not thereafter
been waived by them in writing, any of the Parties to this Agreement may
exercise and assert any rights which they have against the other Parties to
this Agreement (but not against the Borrower), but that upon the occurrence and
during the continuance of any Event of Default, they shall cease or stay the
exercise or assertion of any such rights or claims unless the Administrative
Agent otherwise consents in writing, the Obligations are fully repaid, or such
Event of Default has been cured or waived in writing.  Each Obligor hereby acknowledges and agrees that this forbearance
and standstill agreement is intended to benefit Borrower, Administrative Agent
and Lenders and shall not limit or otherwise affect Obligors’ liability
hereunder, under any other Loan Document to which any Obligor is a party, or
the enforceability hereof or thereof.


 


11.           Understandings With Respect to Waivers and
Consents.  Each Obligor warrants and agrees that each
of the waivers and consents set forth herein are made with full knowledge of
their significance and consequences, with the understanding that events giving
rise to any defense or right waived may diminish, destroy or otherwise
adversely affect rights which such Obligor otherwise may have against Borrower,
Administrative Agent, any Lender or others, or against any Collateral, and
that, under the circumstances, the waivers and consents herein given are
reasonable and not contrary to public policy or Law.  Each Obligor acknowledges that it has either consulted with legal
counsel regarding the effect of this Agreement and the waivers and consents set
forth herein, or has made an informed decision not to do so.  If this Agreement or any of the waivers or
consents herein are determined to be unenforceable under or in violation of
applicable Law, this Agreement and such waivers and consents shall be effective
to the maximum extent permitted by Law.


 


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12.           Financial Information. 
Station and GV Ranch Station shall keep true and correct financial books
and records, using generally accepted accounting principles consistently
applied.  Station and GV Ranch Station
shall provide to the Administrative Agent, for the benefit of Lenders such
financial statements and other information respecting such Obligors as is
required under Section 8.1 of the Loan Agreement and such other information
concerning their respective affairs and properties as the Administrative Agent
or any Lender may reasonably request. 
Any confidential information of Station and/or GV Ranch Station so
furnished shall be subject to the provisions of Section 12.14 of the Loan
Agreement.


 


13.           Agreement to be Absolute.  It
is expressly agreed that the Obligors shall be released from their obligations
hereunder once Obligors have indefeasibly made the Maximum Contribution
described in Section 4 above or the provisions of Section 20 hereof are
satisfied.  However, Obligors expressly
agree, to the fullest extent permitted by law, that until the Maximum
Contribution is so made or the provisions of Section 20 are satisfied, then for
as long as the Loan Agreement remains in effect or any of the Obligations under
the Loan Agreement remain outstanding, Obligors shall not be released from
their obligations hereunder by or because of:


 


(a)           Any act or event which might otherwise discharge, reduce, limit or
modify Obligors’ obligations under this Agreement;


 


(b)           Any waiver, extension, modification, forbearance, delay or other act or
omission of the Administrative Agent or the Lenders, or any failure to proceed
promptly or otherwise as against Borrower, any Obligor or any security;


 


(c)           Any action, omission or circumstance which might increase the
likelihood that Obligors may be called upon to perform under this Agreement or
which might affect the rights or remedies of Obligors as against Borrower; or


 


(d)           Any dealings occurring at any time between Borrower, the Administrative
Agent or any Lender, whether relating to the Loans or otherwise.


 


Obligors hereby expressly
waive and surrender any defense to their liability under this Agreement based
upon any of the foregoing acts, omissions, agreements, waivers or matters. It
is the purpose and intent of this Agreement that the obligations of Obligors
under it shall be absolute and unconditional under any and all circumstances.


 


14.           Revival and Reinstatement.  If
the Lenders are required to pay, return or restore to Borrower or any other
person any amounts previously paid on the Loans because of any Insolvency
Proceeding of Borrower, any stop notice or any other reason, to the extent that
the source of such payment was a Cash Equity Contribution from Obligors
pursuant to this Agreement, the obligations of Obligors shall be reinstated and
revived and the rights of the Administrative Agent and the Lenders shall
continue with regard to such amounts, all as though they had never been paid.


 


15.           Obligors’ Representations and Warranties.  GV
Ranch Station and Station each represents and warrants as to itself that:


 


(a)           All financial statements and other financial information furnished or
to be furnished to the Administrative Agent or the Lenders by such Obligor are
or will be true and correct and do or will fairly represent the financial
condition of such Obligor as of the dates and for the periods covered thereby;


 


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(b)           All such financial statements of such Obligor were or will be prepared
in accordance with Generally Accepted Accounting Principles, consistently
applied;


 


(c)           There has been no material adverse change in such Obligor’s financial
condition since the dates of the statements most recently furnished to the
Lenders prior to the date hereof; and


 


(d)           The performance of this Agreement will not violate any indenture,
credit agreement or other material agreement to which such Obligor is a party.


 


16.           Events of Default.  The
Administrative Agent may declare Obligors to be in default under this Agreement
upon the occurrence of any of the following events (“Events of Default”):


 


(a)           The Obligors fail to perform any of their obligations under this
Agreement within five Business Days after the date of a demand therefor by the
Administrative Agent; or


 


(b)           Any of the Obligors revoke this Agreement or dispute the validity or
coverage thereof or this Agreement becomes ineffective for any reason; or


 


(c)           Any representation or warranty made or given by an Obligor in any Loan
Document proves to be false or misleading in any material respect; or


 


(d)           Any Obligor becomes insolvent or the subject of any Insolvency
Proceeding and, in the case of an involuntary case, the same continues
undismissed or unstayed for ninety (90) calendar days, provided  that
if such event may constitute an Event of Default under Section 10.1(r) of the
Loan Agreement, then such event shall not constitute an Event of Default
hereunder unless and until it constitutes an Event of Default under said
Section 10.1(r); or


 


(e)           Any Obligor dissolves or liquidates.


 


17.           Authorization; No Violation. 
Each Obligor represents and warrants as to itself that:


 


(a)           It is authorized to execute, deliver and perform under this Agreement,
which is a valid and binding obligation of such Obligor enforceable against
such Obligor in accordance with its terms, except as enforcement may be limited
by Debtor Relief Laws, Gaming Laws or equitable principles relating to the
granting of specific performance and other equitable remedies as a matter of
judicial discretion;


 


(b)           No provision or obligation of such Obligor contained in this Agreement
violates any Requirement of Law applicable to such Obligor; and


 


(c)           No such provision or obligation conflicts with, or constitutes a breach
or default under, any agreement to which such Obligor is a party.


 


18.           Additional and Independent Obligations. 
Obligors’ obligations under this Agreement are in addition to their
obligations under any other existing or future make-well agreements, guaranties
or other suretyship arrangements given in connection with the Loan Agreement,
and shall remain in full force and effect until they are expressly modified or
released in a writing signed by the Administrative Agent on behalf the
Requisite Lenders (or, if required by the terms of the Loan


 


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Agreement, all of the Lenders). 
Obligors’ obligations under this Agreement are independent of those of
Borrower under the other Loan Documents. 
The Administrative Agent may bring a separate action, or commence a
separate reference or arbitration proceeding against any Obligor without first
proceeding against Borrower or any other Obligor, any other person or any
security that the Administrative Agent or the Lenders may hold, and without
pursuing any other remedy.  The rights
under this Agreement shall not be exhausted by any action by the Administrative
Agent or any Lender until the Maximum Contribution has been indefeasibly made
in cash, the provisions of Section 20 hereof are satisfied or the Loans have
been paid and performed in full.


 


19.           No Waiver; Consents; Cumulative Remedies. 
Each waiver by the Administrative Agent and the Lenders must be in
writing, and no waiver shall be construed as a continuing waiver.  No waiver shall be implied from the
Administrative Agent’s or any Lender’s delay in exercising or failure to
exercise any right or remedy against Borrower, Obligors or any security.  Consent by the Administrative Agent or any
Lender to any act or omission by Borrower or Obligors shall not be construed as
a consent to any other or subsequent act or omission, or as a waiver of the
requirement for their consent to be obtained in any future or other
instance.  All remedies of the
Administrative Agent and the Lenders against Borrower and Obligors are
cumulative.


 


20.           Release.  This Agreement shall
automatically terminate upon the earlier to occur of (a) satisfaction of the
Obligations or (b) the first day following the last day of the first two full
Fiscal Quarter period ending subsequent to the Completion Date, upon which all
of the following conditions are satisfied: (i) as of the last day of any
applicable Fiscal Quarter, the Leverage Ratio with respect to such Fiscal
Quarter is less than or equal to 3:00:1:00; and (ii) as of the last day of any
applicable four Fiscal Quarter period then ended, EBITDAM is greater than or
equal to $42,000,000 (for purposes of both clauses (i) and (ii), excluding any
Cash Equity Contributions made during such period); (iii) no Default or Event
of Default shall have occurred and be continuing; and (iv) Borrower shall have
delivered to Administrative Agent projections, in form and substance reasonably
acceptable to the Lenders, showing that the Leverage Ratio for each Fiscal
Quarter ending prior to the Term Maturity Date will not exceed 3.00:1.00.  Absent such termination, Obligors shall not
be released from their obligations under this Agreement except by a writing
signed by the Administrative Agent with the consent of all of the Lenders or
the payment of the amounts specified in Section 4.  Upon the request of Borrower or any Obligor after the termination
of this Agreement, the Administrative Agent shall confirm in writing to
Borrower and the Obligors that this Agreement has been terminated.


 


21.           Successors and Assigns; Participations.  The
terms of this Agreement shall bind and benefit the legal representatives,
successors and assigns of the Administrative Agent, the Lenders and the
Obligors; provided, however, that Obligors may not assign this Agreement, or
assign or delegate any of their rights or obligations under this Agreement,
without the prior written consent of the Administrative Agent in each instance.  The Lenders may sell or assign
participations or other interests in the Loans and this Agreement in accordance
with Section 12.8 of the Loan Agreement. 
Also without notice to or the consent of Obligors, the Administrative
Agent and the Lenders may disclose any and all information in their possession
concerning Obligors, this Agreement and any security for this Agreement to any
actual or prospective purchaser of any securities issued or to be issued by
Lenders, and to any actual or prospective purchaser or assignee of any
participation or other interest in the Loan Documents in accordance with
Section 12.14 of the Loan Agreement.


 


22.           Governing Law. 
This Agreement shall be governed by, and construed in accordance with,
the local Laws of the State of California.


 


23.           Costs and Expenses.  If
any lawsuit, reference or arbitration is commenced which arises out of, or
which relates to this Agreement, the prevailing party shall be entitled to
recover from


 


9

















 


each other party such sums as the court, referee or arbitrator may
adjudge to be reasonable attorneys’ fees (including, without duplication,
reasonably allocated costs for services of in-house counsel) in the action or
proceeding, in addition to costs and expenses otherwise allowed by Law.  In all other situations, including any
Insolvency Proceeding, Obligors agree to pay all of the Administrative Agent’s
and the Lenders’ reasonable costs and expenses, including attorneys’ fees
(including, without duplication, reasonably allocated costs for services of
their respective in-house counsel) which may be incurred in any effort to
collect or enforce this Agreement.  From
the time(s) incurred until paid in full, all sums shall bear interest at the
Default Rate.


 


24.           Integration; Modifications. 
This Agreement amends and restates the Prior Make-Well in its entirety
and (a) integrates all the terms and conditions mentioned in or incidental to
this Agreement, (b) supersedes all oral negotiations and prior writings with
respect to its subject matter, and (c) is intended by Obligors, the
Administrative Agent and the Lenders as the final expression of the agreement
with respect to the terms and conditions set forth in this Agreement and as the
complete and exclusive statement of the terms agreed to by Obligors, the
Administrative Agent and the Lenders. 
No representation, understanding, promise or condition shall be
enforceable against any party unless it is contained in this Agreement.


 


25.           Waiver of Right to Trial by Jury. 
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN
DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT, THE LOAN
AGREEMENT AND ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.


 


26.           Notices.  Notices hereunder shall be in
writing and shall be delivered in the manner prescribed for notices in the Loan
Agreement.


 


27.           Miscellaneous.  The
illegality or unenforceability of one or more provisions of this Agreement
shall not affect any other provision.


 


[Remainder of this page intentionally left blank]


 


10

















 


IN WITNESS WHEREOF, Obligors
have executed this Agreement as of the date first written above by their
respective duly authorized officers.


 


	
   

  	
  STATION CASINOS, INC., a Nevada corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott M. Nielson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2411 West Sahara Avenue

  
	
   

  	
  Las Vegas, Nevada  89102

  
	
   

  	
  Attn: Glenn C. Christenson, Executive Vice President

  
	
   

  	
  Telecopier:

  	
  (702) 367-2424

  
	
   

  	
  Telephone:

  	
  (702) 367-2484

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GCR GAMING, LLC, a Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian Lee Greenspun

  
	
   

  	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  901 North Green Valley Parkway, Suited 200

  
	
   

  	
  Henderson, Nevada  89014

  
	
   

  	
  Attn:

  	
  Phil Peckman

  
	
   

  	
  Telecopier:

  	
  (702) 458-8855

  
	
   

  	
  Telephone:

  	
  (702) 259-4146

  
	
   

  	
  GV RANCH STATION, INC.

  
	
   

  	
  a Nevada corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Scott M. Nielson

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  c/o Station Casinos, Inc.

  
	
   

  	
  2411 West Sahara Avenue

  
	
   

  	
  Las Vegas, Nevada  89102

  
	
   

  	
  Attn:

  	
  Glenn C. Christenson

  
	
   

  	
   

  	
   

  	
  Executive Vice President

  
	
   

  	
  Telecopier:

  	
  (702) 367-2424

  
	
   

  	
  Telephone:

  	
  (702) 367-2484

  
					



 


11

















 


	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  GREEN VALLEY RANCH GAMING, LLC,

  	
   

  
	
  a Nevada limited liability company

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  GV Ranch Station, Inc.

  	
   

  
	
  Its:

  	
  Manager and Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Scott M. Nielson, Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  GCR Gaming, LLC

  	
   

  
	
  Its:

  	
  Member

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Brian Lee Greenspun, Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  BANK OF AMERICA, N.A., as

  	
   

  
	
  Administrative Agent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Janice Hammond, Vice President

  	
   

  
						



 


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