Exhibit
4.18


 


COMPLETION
GUARANTY


 


This
Completion Guaranty is made 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 Amended and
Restated Loan Agreement described below. 
Station, GCR Gaming and GV Ranch Station are each referred to herein as
a “Completion Guarantor” and collectively, as “Completion Guarantors”.  Capitalized terms used but not defined herein
shall have the meanings defined for those terms in the Loan Agreement described
below.


 


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.            A portion
of the proceeds of the credit facilities provided under the Loan Agreement will
be used to construct a new approximately 300 room hotel tower, spa improvements
and meeting and convention space at the Green Valley Ranch Casino.


 


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.  As of the date hereof, the obligations of
Station hereunder are unsecured.


 


D.            This
Completion Guaranty is the “Completion Guaranty” referred to in the Loan
Agreement and one of the Loan Documents described therein.


 


E.             The
Administrative Agent and the Lenders acknowledge that the Completion Guaranty
dated as of September 18, 2001, and issued by the Completion Guarantors in
connection with the prior Loan Agreement, of even date herewith, has been
discharged.


 


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 are hereby acknowledged,
Completion Guarantors hereby jointly and severally agree as follows:


 


1.             Completion
Guaranty and Agreement.


 


Completion
Guarantors hereby, jointly and severally, irrevocably and unconditionally
guarantee that the Completion Guarantors shall complete or cause to be
completed in accordance with Section 4.2 the construction of the Project in
material conformity with the Construction Plans (in each case as the same exist
as of the Closing Date and with such changes thereto as are permitted by the
Loan Agreement), free and clear of material defects and Liens or claims for
Liens for material supplied or labor


 


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or services
performed in connection therewith, except for Permitted Encumbrances and
Permitted Rights of Others and Liens permitted under Section 6.8 of the Loan
Agreement (i.e., the Project is “Physically Complete”) and the opening
of the Project for business to accommodate patrons and hotel guests (i.e.,
the Project is “Legally Open”), in each case in accordance with the
Construction Budget and the Construction Timetable (as in effect on the date
hereof and with such changes thereto as are permitted pursuant to the terms of
the Loan Agreement).


 


Without
limitation on the foregoing:


 


(a)           if as of any date the total cost of construction, design, and
development of the Project (and of all other costs contemplated by the
Construction Budget) theretofore expended exceeds $115,000,000 (the “Budgeted
Cost”), Completion Guarantors shall each make (or cause to be made), within
five Business Days following demand by the Administrative Agent, Cash Equity
Contributions to Borrower in an aggregate amount which is equal to the greater
of (i) the Estimated Completion Amount, or (ii) unless the Project is then
Physically Complete, the amount of such excess. 
As used herein, the “Estimated Completion Amount” is the amount
(as determined by the Administrative Agent in its sole discretion after
consultation with CSG) equal to the sum of (y) the amount by which the actual
completion cost (or theretofore expended amounts) for each line item in the
Construction Budget has been exceeded (net of any savings on any completed line
items), plus, without duplication, (z) to the extent that Loans are not
then available under the Loan Agreement, the remaining unexpended amount of the
Construction Budget; and


 


(b)           the Completion Guarantors agree that to the extent that the Borrower
lacks sufficient cash resources to pay the same when due, they shall
immediately pay in cash all costs of construction, design, and development of
the Project which are in excess of the Budgeted Cost.


 


2.             Payment
Provisions in the Event of Bankruptcy.


 


In the event,
prior to the Completion Guaranty Termination Date, that Borrower becomes
insolvent or subject to an Insolvency Proceeding as defined below,
notwithstanding Section 1, Completion Guarantors jointly and severally
guarantee and agree that:


 


(a)           To the extent that the Estimated Completion Amount exceeds the Budgeted
Cost, the Completion Guarantors shall upon demand by the Administrative Agent
make or cause to be made Cash payments in the amount of such excess into an
interest-bearing deposit account established by the Administrative Agent in its
own name at Bank of America (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 in the Deposit
Account shall only be available for, and used to complete, construction of the
Project.


 


(b)           If the Completion Date does not occur on or before March 31, 2005,
Completion Guarantors shall immediately make or cause to be made a Cash payment
into the Deposit Account in the amount required under Section 1.  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 shall be applied, with the approval
of the Requisite Lenders (which shall not be unreasonably withheld) 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.


 


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(c)           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 Completion Guaranty.  The Completion Guarantors and the
Administrative Agent on behalf of the Lenders specifically agree that Borrower
is not an intended third party beneficiary to this Completion Guaranty and that
Borrower has no rights under this Completion Guaranty.


 


(d)           If, notwithstanding Section 2(a) or 2(b) above, Borrower asserts in an
Insolvency Proceeding that it holds the right under this Completion Guaranty to
have Cash Equity Contributions made to it directly or that funds in the Deposit
Account deposited pursuant to Section 2(a) shall or may be used for any
purposes other than completion of the Project or that funds in the Deposit
Account deposited pursuant to Section 2(b) are not collateral solely for the Obligations
under the Loan Agreement, then Completion Guarantors shall contest such
assertion in such Insolvency Proceeding to the best of their respective
ability.


 


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


 


 


3.             Performance
of Completion Guaranty.  In fulfilling the obligations hereunder,
Completion Guarantors hereby, jointly and severally, irrevocably and
unconditionally guarantee, promise and agree in accordance with Section 4.2 to
cause Borrower to perform and comply with all provisions and conditions of the
Loan Agreement relating to (a) the construction of the Project and the Project
becoming Legally Open within the time and in the manner set forth in
Construction Plans and the Construction Timetable, (b) the payment of all costs
and expenses thereof, (c) the payment, satisfaction or discharge of all Liens
(other than Permitted Encumbrances and Permitted Rights of Others and Liens
under Section 6.8 of the Loan Agreement) that are or may be imposed upon or
asserted against Borrower, the Project or the Project Property in connection
with the construction of the Project, and (d) the defense and indemnification
of the Administrative Agent and the Lenders against all such Liens (other then
Permitted Encumbrances and Permitted Rights of Others and Liens under Section 6.8
of the Loan Agreement), whether arising from the furnishing of labor,
materials, supplies or equipment, from taxes, assessments, fees or other
charges, from injuries or damage to Persons or property, or otherwise in
connection with the construction of the Project.  Without limiting the generality of the
foregoing, Completion Guarantors jointly and severally agree (w) to cause any
and all costs of constructing and completing the Project and causing the
Project to become Legally Open, including, without limitation, the costs of all
labor, materials, supplies and equipment related thereto, to be paid and
satisfied as the same shall become due, subject to Completion Guarantors’ right
to remove any Liens arising therefrom by securing bond(s) therefor, (x) to cause
the net amount of cost overruns to be directly or indirectly funded, paid and
satisfied from Completion Guarantors’ own resources, (y) directly or indirectly
to cause the completion of the Project in a timely, good, workmanlike and
Lien-free manner (except for Permitted Encumbrances and Permitted Rights of
Others and Liens under Section 6.8 of the Loan Agreement), in accordance in all
material respects with the terms of the Construction Plans, the Construction
Budget and the Construction Timetable and (z) to cause all pre-operating and
carrying costs of the Project, including, without limitation the payment of
taxes, assessments, utilities, insurance and maintenance expenses, to be
funded, paid and satisfied as the same shall become due throughout the term of
this Completion Guaranty.


 


4.             Procedures
for Completion.


 


4.1           In the
event that Borrower fails to perform all of its Obligations under the Loan
Agreement relating to construction of the Project and causing the Project to be
Legally Open, then in any


 


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such event or at
any time thereafter, the Administrative Agent may give written notice to
Completion Guarantors of the occurrence of such event.


 


4.2           Within ten
days after the date on which the Administrative Agent gives any such notice to
Completion Guarantor, if and to the extent that Borrower continues to fail to
perform its Obligations under the Loan Agreement relating to the construction
of the Project (the “Construction Obligations”) or causing the Project to be
Legally Open, Completion Guarantors shall:


 


(a)           commence to complete the construction of the Project and do all things
reasonably required to cause the Project to promptly be Legally Open at their
sole cost;


 


(b)           diligently prosecute the construction of the Project to completion
within the time and in the manner specified in the Construction Timetable, free
of Liens (other  than Permitted Encumbrances and Permitted Rights
of Others and Liens under Section 6.8 of the Loan Agreement) and fully paid for
and diligently prosecute causing the Project to be Legally Open; and


 


(c)           defend, indemnify and hold the Administrative Agent and/or the Lenders
harmless from all losses, costs, liabilities and expenses, including reasonable
attorneys’ fees, incurred in connection with such completion and the Project
becoming Legally Open, in each case other than arising as a result of the gross
negligence or willful misconduct of the Administrative Agent or a Lender.


 


If and to the
extent that, at any time following the giving such notice, the Completion
Guarantors remedy the failures of Borrower to comply with the Construction
Obligations or to cause the Project to be Legally Open in a manner which is
acceptable to the Administrative Agent in the exercise of its discretion
(including without limitation the funding of any construction over-runs from
other sources), and provided that no Default or Event of Default then exists
(other than (i) Defaults or Events of Default which arise solely from the
failure of Borrower to timely construct the Project or to construct it in
accordance with the Approved Plans and Approved Budget and which, in the
determination of the Administrative Agent, have been cured to the extent which
is commercially practicable, (ii) Events of Default arising solely from the
failure of Borrower to comply with any financial covenant set forth in the Loan
Agreement for any past compliance period, provided that Borrower is in
compliance with such financial covenant and with all other financial covenants set
forth in the Loan Agreement for the then current compliance period, or (iii)
other Defaults or Events of Default to the extent that the circumstances giving
rise thereto have been cured or otherwise addressed to the satisfaction of the
Administrative Agent in its sole and unfettered discretion), then, subject to
the terms and conditions of the Loan Agreement, the Administrative Agent and
the Lenders shall continue to make Loans and Letters of Credit available to the
Borrower for the completion of the Project.


 


4.3           If
Completion Guarantors fail to commence to complete the construction of the
Project or diligently to prosecute such construction to timely completion as
provided in Section 4.2 above, then the right of the Administrative Agent to
recover under Section 5 shall not be affected or diminished by its exercise of
the rights and remedies that may be available to the Administrative Agent under
the Loan Agreement and the other Loan Documents, at law or in equity,
including:


 


(a)           Administrative Agent may, at the Administrative Agent’s option, enter
the Project Property to complete construction of the Project (either itself or
through any agent, contractor or subcontractor of its selection), which option
of the Administrative Agent shall be exercisable whether or not the
Administrative Agent elects to proceed judicially or non-judicially to
foreclose on all or any portion of the Collateral.


 


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(b)           The Administrative Agent, at its option and in accordance with the Loan
Agreement and the other Loan Documents, shall have the right, but shall have no
obligation, to proceed judicially or non-judicially to foreclose on all or any
portion of the Collateral, exercisable whether or not the Administrative Agent
elects to undertake to complete the construction of the Project.


 


(c)           If the Administrative Agent elects to undertake to complete the
construction of the Project, and whether or not the Administrative Agent elects
to proceed judicially or non-judicially to foreclose on all or any portion of
the Collateral, the Administrative Agent shall have the right to recover
damages from Completion Guarantors in an amount equal to the sum of:


 


(i)            The costs reasonably incurred or reasonably estimated to be incurred by
the Administrative Agent to complete the construction of the Project, provided
that with respect to damages recovered for costs estimated to be incurred by
the Administrative Agent, such funds shall be used for no purpose other than
the construction of the Project (the “Cost to Complete”) and provided  further
that should the total actual costs incurred by the Administrative Agent to
complete the construction of the Project be less than the Cost to Complete, the
amount by which the Cost to Complete recovered by the Administrative Agent
exceeds such actual construction costs shall be remitted to Completion
Guarantors; plus


 


(ii)           All unreimbursed costs and expenses, including attorneys’ fees,
reasonably incurred by the Administrative Agent in protecting and preserving
the Project and enforcing or defending the interests of the Lenders under this
Completion Guaranty (the “Unreimbursed Expenses”).


 


(d)           In any action or proceeding by the Administrative Agent to recover
damages from Completion Guarantors, the Administrative Agent may exercise any
and all remedies available under applicable Law.


 


4.4           The parties
recognize that the choice of remedies by the Administrative Agent will
necessarily and properly be a matter of business judgment, which the passage of
time and events may or may not prove to have been the best choice to maximize
recovery by the Administrative Agent at the lowest cost to either the Borrower
or the Completion Guarantors.  In
recognition of the foregoing, to the fullest extent permitted by Law, each Completion
Guarantor agrees that it shall not assert, and each Completion Guarantor hereby
waives, any and all claims against the Administrative Agent, the Lenders and
the other Creditors that any exercise of remedies or any election of remedies
thereby has resulted (a) in actual or general damages to the Borrower, the
Completion Guarantors or any Party as a result of the simple negligence of the
Administrative Agent, the Lenders or any Creditor, or (b) in special, indirect,
consequential, exemplary or punitive damages (as opposed to actual or general
damages) except to the extent arising out any such action taken thereby in bad
faith or constituting willful misconduct or gross negligence on the part of the
Administrative Agent, the Lenders or any Creditor.  In any event, any claim of the Completion
Guarantors, or either of them alleging damages to the Borrower, the Completion
Guarantors or any other Person, shall not be asserted as a defense to payment
under this Completion Guaranty or as a set-off or basis for any claim of
failure to mitigate damages in any action or proceeding arising from this
Completion Guaranty, but shall instead be asserted in a separate action or
actions against the Administrative Agent or other relevant party.


 


5.             Commencement
of Lawsuit by Administrative Agent; Measure of Damages.  At
any time after the occurrence of an Event of Default under this Completion
Guaranty, Administrative Agent, on


 


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behalf of the
Lenders, may commence a lawsuit against Completion Guarantors or either of them
to compel Completion Guarantors or either of them to perform their respective
obligations under this Completion Guaranty and/or to recover damages under this
Completion Guaranty.  The Lenders’
damages under this Completion Guaranty shall include, without duplication: (a)
the costs of completing the Project and/or correcting any construction defects,
(b) damages arising from any delay in completing the Project, including
interest, taxes and insurance premiums, and (c) the Unreimbursed Expenses.  Administrative Agent need not perform any
work on the Project before commencing such a lawsuit.  EACH COMPLETION GUARANTOR EXPRESSLY ACKNOWLEDGES
THAT THE MEASURE OF THE LENDERS’ DAMAGES FOR BREACH OF THIS COMPLETION GUARANTY
SHALL BE BASED ON THE COSTS OF COMPLETING THE PROJECT, NOT THE EXTENT TO WHICH
COMPLETING THE PROJECT WOULD INCREASE THE VALUE OF THE PROJECT PROPERTY.


 


6.             Relationship
to Other Agreements.  Nothing herein shall in any way modify or
limit the effect of terms or conditions set forth in any other document,
instrument or agreement executed by Completion Guarantors or in connection with
obligations guarantied hereby, but each and every term and condition hereof
shall be in addition thereto.  All
provisions contained in the Loan Agreement that apply to Loan Documents
generally are fully applicable to this Completion Guaranty and are incorporated
herein by this reference.


 


7.             Subordination
of Indebtedness of Borrower to Completion Guarantors.  Each
Completion Guarantor agrees that:


 


(a)           Any indebtedness of Borrower now or hereafter owed to Completion
Guarantors or either of them hereby is subordinated to the obligations
guarantied hereby.


 


(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 Completion Guarantors, or any of them, shall be collected,
enforced and received by the applicable Completion Guarantor 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 guarantied hereby, and shall be
applied by the Administrative Agent to construction of the Project.


 


(c)           Should Completion Guarantors fail to collect or enforce any such
indebtedness of Borrower now or hereafter owed to Completion Guarantors or any
of them and pay the proceeds thereof to the Administrative Agent for the
benefit of Lenders in accordance with Section 7(b) hereof, Administrative Agent
as Completion Guarantors’ attorney-in-fact may do such acts and sign such
documents in the applicable Completion Guarantor’s name as Administrative Agent
considers necessary or desirable to effect such collection, enforcement and/or
payment.


 


8.             Statutes
of Limitations and Other Laws.  Until the obligations guarantied hereby shall
have been paid and performed in full, 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 the obligations guarantied hereby may have become barred by any statute
of limitations.  Completion Guarantors
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.


 


9.             Waivers
and Consents.  Completion Guarantors acknowledge that the
obligations undertaken herein involve the Completion Guaranty of obligations of
Persons other than Completion


 


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Guarantors and, in
full recognition of that fact, consents and agrees, 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 guarantied hereby or any part thereof (other than Article 7 of the
Loan Agreement), 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 guarantied
hereby or any part thereof, or any of the Loan Documents to which Completion
Guarantors are not a party or any additional security or guaranties, 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
guarantied hereby or any part thereof; (d) accept partial payments on the
obligations guarantied hereby; (e) receive and hold additional security or
guaranties for the obligations guarantied hereby or any part thereof; (f)
release, reconvey, terminate, waive, abandon, fail to perfect, subordinate,
exchange, substitute, transfer and/or enforce any security, 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
guarantied hereby 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 guarantied hereby and any security therefor 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 Completion
Guarantor or any other Person, and correspondingly restructure the obligations
guarantied hereby, and any such merger, change, restructuring or termination
shall not affect the liability of Completion Guarantors or the continuing
effectiveness hereof, or the enforceability hereof with respect to all or any
part of the obligations guarantied hereby.


 


Upon the
occurrence and during the continuance of any Event of Default, the
Administrative Agent, for the benefit of the Lenders, may enforce this
Completion Guaranty independently as to each Completion Guarantor and
independently of any other remedy or security Lenders at any time may have or
hold in connection with the obligations guarantied hereby.  Each Completion Guarantor 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 Completion Guaranty, 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 Completion Guarantors 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 Completion Guarantor agrees that Lenders
and Borrower and any Affiliates of Borrower may deal with each other in
connection with the obligations guarantied hereby 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 Completion Guaranty.  The rights of
Administrative Agent and Lenders created or granted herein and the
enforceability of this Completion Guaranty with respect to Completion
Guarantors at all times shall remain effective to guaranty the performance,
and/or payment in full, of each of the obligations guarantied hereby even
though such obligations, or any part thereof, or any security or guaranty
therefor, may be or hereafter may become invalid or otherwise unenforceable as
against Borrower or any other Completion Guarantor or surety and whether or not
Borrower shall have any personal liability with respect thereto.  Each Completion Guarantor 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 respect to the obligations guaranteed hereby, (b) the unenforceability
or invalidity of any security or guaranty for the obligations guarantied hereby
or the lack of perfection or continuing perfection or failure of priority of


 


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any security for
the obligations guarantied hereby, (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 guarantied 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 Completion Guaranty,
any failure of Administrative Agent or the Lenders to give notice of sale or
other disposition of Collateral to Completion Guarantors 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 guarantied,
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 guarantied hereby, (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 guarantied hereby or any security or guaranty therefor by operation
of law or otherwise, (h) any Law which provides that the obligation of a surety
or Completion 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
Completion Guarantor’s obligation in proportion to the principal obligation,
(i) any failure of Administrative Agent or Lenders to file or enforce a claim
in 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 guarantied hereby (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 Completion
Guarantor 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
guarantied hereby, and all notices of acceptance of Completion Guaranty or of
the existence, creation or incurrence of new or additional obligations to be
guarantied hereby.  The Administrative
Agent and the Lenders may approve modifications to the Construction Contracts,
Construction Budget and/or the Construction Timetable, and may change the terms
or conditions of disbursement of the Loan in any manner agreed to by the
Borrower.


 


10.           Condition
of Borrower, its Members and its Subsidiaries.  Each Completion Guarantor
represents and warrants to the Administrative Agent and the Lenders that such
Completion Guarantor 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 Completion Guarantors 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 Completion Guarantor hereby expressly
waives and relinquishes any duty on the part of Administrative Agent or the
Lenders (should any such duty exist) to disclose to Completion Guarantors 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 Completion
Guaranty.  With respect to any of the
obligations guarantied hereby, neither


 


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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 guarantied hereby made or created in
good faith reliance upon the professed exercise of such powers shall be secured
hereby.


 


11.           Liens on
Real Property.  In the event that all or any part of the
obligations guarantied hereby at any time are 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 Completion Guarantor 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 shall not be obligated, to provide to each Completion Guarantor)
or demand and without affecting any obligations guarantied hereby, the
enforceability of this Completion Guaranty, 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
Completion Guarantor expressly waives any defenses to the enforcement of this
Completion Guaranty 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, Completion Guarantors 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 guarantied hereby are secured by
real Property.  This means, among other
things:  (1) Administrative Agent, for
the benefit of Lenders, may collect from either Completion Guarantor 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:  (A) the amount of the obligations guarantied
hereby 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
either Completion Guarantor even if the Administrative Agent, by foreclosing on
the real Property collateral, has destroyed any right Completion Guarantors may
have to collect from the Borrower.  This
is an unconditional and irrevocable waiver of any rights and defenses
Completion Guarantors may have because all or any part of the obligations
guarantied hereby are secured by real Property. 
Each Completion Guarantor 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.


 


12.           Standstill
of Rights of Subrogation.  Notwithstanding anything to the contrary
elsewhere contained herein or in any other Loan Document to which either
Completion Guarantor is a Party, for as long as the this Agreement remains in
effect, each Completion Guarantor 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
Completion 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 either Completion Guarantor may have or hereafter acquire against
Borrower or any other such Person in connection with or as a result of
Completion Guarantor’s execution, delivery and/or performance of this
Completion Guaranty or any other Loan Document to which either Completion
Guarantor is a party.  Each Completion
Guarantor 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 Completion Guarantor by
Borrower (whether as borrower or in any other capacity), Administrative


 


9
















 


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 Completion Guarantor 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
Completion Guarantors’ liability hereunder, under any other Loan Document to
which either Completion Guarantor is a party, or the enforceability hereof or
thereof.


 


13.           Understandings
With Respect to Waivers and Consents.  Each Completion Guarantor
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 Completion Guarantor
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 Completion Guarantor
acknowledges that it has either consulted with legal counsel regarding the
effect of this Completion Guaranty and the waivers and consents set forth
herein, or has made an informed decision not to do so.  If this Completion Guaranty or any of the
waivers or consents herein are determined to be unenforceable under or in
violation of applicable Law, this Completion Guaranty and such waivers and
consents shall be effective to the maximum extent permitted by Law.


 


14.           Completion
Guaranty to be Absolute.  Completion Guarantors expressly agree, to the
fullest extent permitted by law, that until each and every term, covenant and
condition of this Completion Guaranty is fully performed by the Completion
Guarantors, the Completion Guarantors shall not be released by or because of:


 


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


 


(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, Completion Guarantor or any
security;


 


(c)           Any action, omission or circumstance which might increase the
likelihood that Completion Guarantors may be called upon to perform under this
Completion Guaranty or which might affect the rights or remedies of Completion
Guarantors 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.


 


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


 


10
















 


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


 


16.           Completion
Guarantor’s Representations and Warranties.  Each Completion Guarantor
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 Completion
Guarantor are or will be true and correct and do or will fairly represent the
financial condition of such Completion Guarantor as of the dates and for the
periods covered thereby;


 


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


 


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


 


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


 


17.           Events
of Default.  The Administrative Agent may declare
Completion Guarantors to be in default under this Completion Guaranty upon the
occurrence of any of the following events (“Events of Default”):


 


(a)           The Completion Guarantors fail to perform any of their obligations
under this Completion Guaranty within five Business Days after written demand
therefor by the Administrative Agent; or


 


(b)           Any Completion Guarantor revokes this Completion Guaranty or disputes
the validity hereof or this Completion Guaranty becomes ineffective for any
reason; or


 


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


 


(d)           Any Completion Guarantor becomes insolvent or the subject of 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 and, in the case
of an involuntary case or proceeding, 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 Completion Guarantor dissolves or liquidates.


 


11
















 


18.           Authorization;
No Violation.  Each Completion Guarantor represents and
warrants as to itself that:


 


(a)           It is authorized to execute, deliver and perform under this Completion
Guaranty, which is a valid and binding obligation of such Completion Guarantor
enforceable against such Completion Guarantor 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 Completion Guarantors contained in this
Completion Guaranty violates any Requirement of Law applicable to Completion
Guarantors; and


 


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


 


19.           Additional
and Independent Obligations.  Completion Guarantors’ obligations under this
Completion Guaranty are in addition to its obligations under any other existing
or future guaranties given in connection with the Loan Agreement, and they
shall remain in full force and effect until (a) they are performed in full or
(b) they terminate in accordance with the terms hereof.  Completion Guarantors’ obligations under this
Completion Guaranty 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 either Completion Guarantor without first proceeding against
Borrower or any other Completion Guarantor, any other person or any security
that the Administrative Agent or the Lenders may hold, and without pursuing any
other remedy.  The rights of the
Administrative Agent and the Lenders under this Completion Guaranty shall not
be exhausted by any action by the Administrative Agent or any Lender until the
earlier of (a) the Completion Guaranty Termination Date, or (b) the date upon
which Obligations under the Loan Agreement have been paid and performed in
full.


 


20.           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,
either Completion Guarantor or any security. 
Consent by the Administrative Agent or any Lender to any act or omission
by Borrower or any Completion Guarantor 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 Completion Guarantor are cumulative.


 


21.           Release;
Termination.  This Completion Guaranty shall automatically
terminate upon the date (the “Completion Guaranty Termination Date”) upon which
both (y) the Project is Physically Complete and Legally Open (as described in
Section 1) and the Borrower has given notice (the “Completion Notice”) to the
Administrative Agent of that fact in a writing making reference to this
Completion Guaranty and this Section, and (z) the Completion Guarantors have
made any payments required under this Completion Guaranty which the
Administrative Agent has requested within 10 Business Days following the date
of such Completion Notice.  Absent such
termination, Completion Guarantors shall not be released from their respective
obligations under this Completion Guaranty except by a writing signed by the
Administrative Agent with the consent of such percentage of the Lenders as is
required under the Loan Agreement or upon delivery and acceptance by the
Administrative Agent and of the Completion Certificates specified in Section
7.14 of the Loan Agreement.  Following
the Completion Guaranty Termination Date, the Administrative Agent shall
confirm the termination and release of this Agreement in writing promptly
following the request of any Completion Guarantor.


 


12
















 


22.           Successors
and Assigns; Participations.  The terms of this Completion Guaranty shall
bind and benefit the legal representatives, successors and assigns of the
Administrative Agent, the Lenders and the Completion Guarantors; provided,
however, that neither Completion Guarantor may assign this Completion Guaranty,
or assign or delegate any of its rights or obligations under this Completion
Guaranty, 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 Completion Guaranty, in
accordance with Section 12.8 of the Loan Agreement.  Also without notice to or the consent of
Completion Guarantors, the Administrative Agent and the Lenders may disclose
any and all information in their possession concerning Completion Guarantors,
this Completion Guaranty and any security for this Completion Guaranty 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, all in accordance with
Section 12.14 of the Loan Agreement.


 


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


 


24.           Costs
and Expenses.  If any lawsuit, reference or arbitration is
commenced which arises out of, or which relates to this Completion Guaranty,
the prevailing party shall be entitled to recover from each other party such
sums as the court, referee or arbitrator may adjudge to be reasonable
attorneys’ fees (including 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, Completion Guarantors jointly
and severally agree to pay all of the Administrative Agent’s and the Lenders’
reasonable costs and expenses, including attorneys’ fees (including reasonably
allocated costs for services of their respective in-house counsel without
duplication) which may be incurred in any effort to collect or enforce this
Completion Guaranty.  From the time(s)
demanded until paid in full, all sums shall bear interest at the Default Rate.


 


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


 


26.           Waiver
of Right to Trial by Jury.  EACH PARTY TO THIS COMPLETION GUARANTY 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 COMPLETION GUARANTY, 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 COMPLETION GUARANTY 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.


 


13
















 


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


 


28.           Miscellaneous.  The
illegality or unenforceability of one or more provisions of this Completion
Guaranty shall not affect any other provision.


 


[Remainder of this page intentionally left blank]


 


14
















 


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


 


	
   

  	
  “Completion
  Guarantors”

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  STATION CASINOS,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Glenn C.
  Christenson

  
	
   

  	
   

  	
  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:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GCR Gaming, LLC

  
	
   

  	
  c/o Phil Peckman

  
	
   

  	
  901 North Green
  Valley Parkway

  
	
   

  	
  Suite 200

  
	
   

  	
  Henderson,
  Nevada  89014

  
	
   

  	
  Telephone: 702
  458 8855

  
	
   

  	
  Telecopier: 702
  259 4146

  
						



 


15
















 


	
   

  	
  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

  
					



 


	
  Accepted:

  	
   

  
	
   

  	
   

  	
   

  
	
  BANK OF AMERICA,
  N.A. as

  	
   

  
	
  Administrative
  Agent for the benefit

  	
   

  
	
  of the Lenders

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Janice Hammond

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Bank of America,
  N.A.

  	
   

  
	
  Portiolio
  Management

  	
   

  
	
  CA9-706-17-54

  	
   

  
	
  555 South Flower
  Street, 17th Floor

  	
   

  
	
  Los Angeles,
  California  90071

  	
   

  
	
  Attn:

  	
  Janice Hammond

  	
   

  
	
   

  	
  Vice President

  	
   

  
	
  Telecopier:

  	
  (213) 325-1214

  	
   

  
	
  Telephone:

  	
  (213) 345-1210

  	
   

  
					



 


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