Exhibit 10.31


 


SECOND AMENDMENT TO OPERATING AGREEMENT


 


GREEN VALLEY RANCH GAMING, LLC


 


THIS SECOND
AMENDMENT TO OPERATING AGREEMENT (this “Second Amendment”) is dated as of
December 19, 2003 (the “Effective Date”),
among Green Valley Ranch Gaming, LLC, a Nevada limited liability company (the “Company”),
GCR Gaming, LLC, a Nevada limited liability company (“GCR”), GV Ranch
Station, Inc., a Nevada corporation (“Station”), and a wholly-owned
subsidiary of Station Casinos, Inc., a Nevada corporation (“Parent”),
and Station in its capacity as the Manager. 
GCR Gaming Guarantor, LLC, a Nevada limited liability company (“GCR
Guarantor”), and Parent have executed and joined in this Second
Amendment for the purposes set forth below.


 


RECITALS:


 


WHEREAS, the
Company, GCR and Station executed the Operating Agreement, dated as of March
10, 2000 (the “Original Operating
Agreement”), as amended by the First Amendment to Operating
Agreement, dated September 17, 2001 (the “First
Amendment” and together with the Original Operating Agreement,
the “Operating
Agreement”), with respect to the Company.  (Any term used in this Second Amendment with
its initial letter capitalized and not otherwise defined herein shall have the
meaning ascribed to it in the Operating Agreement).


 


WHEREAS, the
Members desire to expand the Project.


 


WHEREAS, the
Members and Manager desire to amend the Operating Agreement pursuant to Section
7.1 of the Operating Agreement in order, among other things, to
provide for the expansion of the Project and financing related thereto.


 


NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:


 


AGREEMENT:


 


1.             Defined
Terms.


 


(A)          Any
term defined in this Second Amendment shall be deemed added to the list of
definitions in Article I of the Operating Agreement.


 


(B)           “Additional
Reserve” shall equal $5,000,000 in aggregate, which shall be a
reserve above and beyond the Reserve Fund to be funded pursuant to Section
3.4(b)(ii); however, the Additional Reserve need not be a “cash”
reserve, but rather the Manager may, to the maximum extent permitted under the
Expansion Financing or Permanent Financing, maintain


 

















 


unencumbered
funds from such credit facility to be used in lieu of such “cash-funded”
Additional Reserve.


 


(C)           “Expansion
Construction Plan” means the comprehensive construction plan for
the Expansion Project, including the estimated time frame for completion and
implementation of such plan, which will be subject to the prior approval of the
Executive Committee.


 


(D)          “Expansion
Design Plan” means the architectural, interior design and
landscaping plans for the Project submitted by architectural, interior design
and landscaping firms.


 


(E)           “Expansion
Financing” means third-party debt financing for the construction
of the Expansion Project and to refinance the Construction Financing.


 


(F)           “Expansion
Project” means the construction of an additional hotel tower
providing for approximately 300 hotel rooms, meeting space and spa expansion,
together with related amenities.


 


(G)           “Expansion
Project Budget” means the budget which includes the aggregate
hard and soft costs of construction of the Expansion Project similar to that
required by the Design, Development and Construction Budget.


 


(H)          “Expansion
Project Construction Manager” means the individual selected by
the Manager and approved by the Executive Committee to manage and supervise the
construction activities of the Expansion Project on a day-to-day basis


 


(I)            “Permanent
Financing” means any debt financing incurred by the Company, for
refinancing the Expansion Financing or Permanent Financing on terms and
conditions approved by the Executive Committee.


 


(J)            “Project”
means the Project as originally defined in the Operating Agreement and
expressly including the Expansion Project.


 


(K)          “Master
Development Plan” means the Master Development Plan as defined
in the Agreement also specifically shall include the Expansion Design Plan, the
Expansion Construction Plan and the Expansion Project Budget, as each may be
amended from time to time in accordance with the terms of this Agreement and
all as approved by the Executive Committee.


 


2

















 


(L)           “Operating
Costs” as defined in the Operating Agreement also specifically
shall include the Expansion Project Budget to the extent applicable.


 


2.             Expansion Project.


 


(A)          Expansion
Project Construction Manager.  The
Manager shall select the Expansion Project Construction Manager with the prior
approval of the Executive Committee.


 


(B)           Expansion
Project Design, Plan and Budget. 
The Manager shall submit to the Executive Committee for approval
Expansion Design Plan, the Expansion Construction Plan and Expansion Plan Budget.  The Expansion Design Plan and Expansion
Construction Plan may be approved in whole or in segments or by components by
the Executive Committee.


 


(C)           Contractors.  The Manager shall select, subject to the
prior approval of the Executive Committee, the general contractor and
architectural, interior design and landscaping firms for the Expansion
Project.  The Manager shall submit the
Company’s contracts with the architect, interior design, landscaping prime
contractor and general construction contractor for the prior approval of the
Executive Committee.


 


(D)          Change
Orders.  The Manager may authorize a
change order with respect to the Expansion Design Plan, the Expansion
Construction Plan, the Expansion Project Budget, or the Master Development Plan
without the approval of the Executive Committee; however, the Executive
Committee’s prior approval shall be required for (i) any material change to the
scope, appearance or functionality of the Expansion Project, (ii) any
expenditures on the “spa” or related amenities in excess of $1,000,000 (which
$1,000,000 shall be used for “soft” costs only), (iii) any expenditures from
the contingency reserve in excess of $2,666,667, or (iv) any expenditure that
would increase the Expansion Project Budget to more than $100,666,667 (which
budget includes all construction costs except $9,000,000 for the “spa” and
$5,333,333 for contingency reserve), regardless of whether such changes are
covered by a contingency reserve.


 


(E)           Reports.  The Manager shall provide the Executive Committee
with monthly progress reports on the Expansion Project no later than the 27th
day of each month, which progress report shall state in reasonable detail all
expenditures during the preceding month together with a comparison of such
expenditures to budgeted amounts and a revised estimate of the Expansion
Project’s remaining costs to completion. 
In addition, representatives of the Manager shall be available to meet
with representatives of the Members on at least a monthly basis to review the
status of the Expansion Projects.


 


(F)           Expansion
Project Construction Manager.  Any
member of the Executive Committee may require the Manager to discharge the
Expansion Project Construction Manager in the event that, after notice from the
Manager and a 60-day opportunity to cure, such person’s performance is
unsatisfactory to such member.  The
second request by the same member of the Executive Committee to discharge such
person shall result in termination without further notice or opportunity to
cure.


 


3

















 


3.             Expansion Financing.


 


(A)          Approval
of Expansion Financing.  The
Expansion Financing shall be subject to the prior approval of GCR and Station
in their sole respective discretions.


 


(B)           Additional
Term Borrowing.


 


 


(i)            If the Expansion Financing permits
the Company to increase the aggregate amount of the credit facility beyond
$250,000,000, then the Company may not draw upon any amount in excess of
$250,000,000, unless both Station and GCR agree in writing.


 


(ii)           The Company shall not permanently
reduce any portion of the Expansion Financing more quickly than the required
payment and amortization schedule stated in the Expansion Loan Documents (as
defined below) without the prior written approval of both Station and GCR.


 


(C)           “Stand
Still.”  The Company, Members,
Parent and GCR Guarantor collectively agree that, during any period under the
Expansion Loan Documents, including any Pledge/Guaranty Documents, the Members,
Parent or GCR Guarantor are required to “stand still” with respect to claims
against one another, each party agrees not to assert the statute of limitations
as a defense to an action brought by another party to the extent such statute
of limitations applies solely because of such “stand still” and the parties
agree that any such statute of limitations shall be tolled for a period of time
any such party is required to “stand still.”


 


(D)          Other
Amendments to Operating Agreement.


 


(i)            Section 3.B of the First Amendment is
amended to add the words “, Expansion Financing” after “Construction
Financing.”


 


(ii)           Section 3.4(b)(ii) is amended by the
deletion of the first sentence and the substitution in lieu thereof of the
following:


 


The Manager shall, to the extent Company funds are available following
allocation pursuant to Section 3.4(k), set aside within 15
days following the end of each Fiscal Month after Opening an amount equal to
three percent (3%) of Gross Revenues for such Fiscal Month, which amounts shall
be deposited into the Reserve Fund to pay for Capital Improvements and
Replacements; however, to the extent that there is borrowing availability under
the Expansion Financing or Permanent Financing, as the case may be, in an
amount equal to or greater than the amount then required to be deposited in the
Reserve Fund, then the Manager may, to the maximum extent permitted under the
Expansion Financing or Permanent Financing, maintain borrowing availability
from such credit facility to be drawn in lieu of such “cash-funded” Reserve
Fund.  To the extent that the Manager so
maintains borrowing availability under the Expansion Financing or Permanent
Financing for the Reserve Fund, then neither Member shall have any obligation
to make additional Capital Contributions pursuant to Section 4.2(c).


 


4

















 


(iii)          Section 3.4(k)(ii) is amended to
read:  “when due, the payment of debt
service with respect to the Construction Financing, Expansion Financing or
Permanent Financing”.


 


(iv)          Section 3.13(e) is amended to read in
its entirety as follows:


 


“Any decision (i) to amend or waive any material provisions of
documents executed in connection with the Construction Financing (the “Construction
Loan Documents”), documents executed in connection with the
Expansion Financing (the “Expansion Loan Documents”), or
documents executed in connection with the permanent financing (the “Permanent
Loan Documents”), (ii) that is reasonably likely to cause an
event of default under the Construction Loan Documents, Expansion Loan
Documents or the Permanent Loan Documents, or (iii) that is reasonably likely
to materially expand the liability of, or materially diminish the rights of,
the Company or any Guarantor under the Construction Loan Documents, Expansion
Loan Documents or Permanent Financing Documents.”


 


(v)           The first sentence of Section
4.2 is amended by the insertion of the words “, Expansion
Financing” after the words “Construction Financing”.


 


(vi)          The first sentence of Section 4.2.(e) is amended to read as
follows:


 


The Members acknowledge that the Members, Parent, GCR
Guarantor and/or other affiliates of GCR (“GCR Affiliates”) may execute (i) a
Make-Well Agreement, Completion Guaranty, Pledge Agreement, Indemnity
Agreement, or similar surety or guaranty documents in connection with the Construction
Financing, (ii) a Make-Well Agreement, Completion Guaranty, Pledge Agreement,
Indemnity Agreement, or similar surety or guaranty documents in connection with
the Expansion Financing, or (iii) a Make-Well Agreement, Pledge Agreement or
similar surety or guaranty document in connection with the Permanent Financing
(individually a “Pledge/Guaranty Document” and
collectively the “Pledge/Guaranty Documents”; GCR, GCR
Guarantor and GCR Affiliates collectively hereinafter may be referred to as the
“GCR
Pledgors”; and, Station and Parent collectively hereinafter may
be referred to as the “Station Pledgors”).


 


(vii)         Section 4.2(e) is further amended to
provide that, other than in the first sentence, the words “, Expansion
Loan Documents” shall immediately follow “Construction Loan Documents” in each
place the later occurs.


 


(viii)        The first sentence of Section 4.2(f) is amended to read:


 


The Members acknowledge that the Members, Parent, GCR Guarantor or GCR
Affiliates may, under the Construction Financing, Expansion Financing or
Permanent Financing, have the right to pledge additional collateral (including
cash) to cure the default (a “Curable Default”) of one of the
Members, Parent,


 


5

















 


GCR Guarantor or GCR Affiliates under other loan documents or by reason
of bankruptcy or similar event (a “Cure Pledge”).


 


(ix)           Section 4.3(f) is amended by deleting
the sentence added pursuant to the First Amendment and inserting in lieu
thereof: “Notwithstanding the foregoing to the contrary, Station may not resign
as Manager without GCR’s prior written consent (which may be given or withheld
in GCR’s sole discretion) if such resignation would cause a termination of the
commitment for or an acceleration of the Construction Financing, Expansion
Financing or Permanent Financing.”


 


(x)            Section 4.3(g) is amended by inserting
the phrase: “, Expansion Financing” after the words ““Construction
Financing” and the phrase “, Expansion Loan Documents” after the phrase
“Construction Loan Documents”.


 


(xi)           Section 4.5(a) is amended to insert the
words “, Expansion Loan Documents” after the words “Construction Loan
Documents”.


 


(xii)          Section 5.2(a)  is amended to insert the
words “, Expansion Financing” after the words “Construction Financing”.


 


4.             Distributions.  For the time commencing on the Effective
Date and terminating on the 7th anniversary of the Effective Date,
the following shall apply in lieu of Section 4.5(a) as originally stated in
the Original Operating Agreement, as amended by the First Amendment.  After the 7th anniversary of the
Effective Date, Section 4.5(a)
as originally stated in the Original Operating Agreement, as amended by the
First Amendment, but without regard to this Second Amendment, shall apply as if
this Section 4 of the Second Amendment had no force or effect.


 


(a)           Distributions
Prior to Liquidation.  Subject to
any limitations in the Expansion Financing or Permanent Financing,
Distributable Cash shall be disbursed or distributed to the Members 25 days
after the end of each calendar quarter in an amount equal to Distributable Cash
less Additional Reserves (which Additional Reserve may include unencumbered
funds from the Expansion Financing or Permanent Financing, as the case may be,
to the maximum extent permitted under such financing) and in the following
order:


 


(i)            First, to the
Members pro rata in accordance with the accrued but undistributed Twenty-Five
Percent Payment Amount on Default Amounts until each Member who is entitled to
the Twenty-Five Percent Payment Amount shall have received (giving effect to
all distributions pursuant to this Section 4.5(a)(i) in the current and all
prior Fiscal Years) an amount equal to the Twenty-Five Percent Payment Amount.


 


(ii)           Second, to the
Members, pro rata in accordance with each Member’s share of unreturned Default
Contributions until each Member shall have received (giving effect to all
distributions pursuant to this Section 4.5(a)(ii) in the current and previous
Fiscal


 


6

















 


Years) an amount equal to such Member’s Default Contributions.


 


(iii)          Third, to the
Members pro rata in accordance with each Member’s share of unreturned Capital
Contributions (other than Default Contributions) until each Member shall have
received (giving effect to all distributions pursuant to this Section
4.5(a)(iii) in the current and previous Fiscal Years) an amount equal to such
Member’s Capital Contributions (other than Default Contributions).


 


(iv)          Fourth, to the
Members, pro rata in accordance with each Member’s percentage of Membership
Interests.


 


Notwithstanding the foregoing, taking into account distributions made
with respect to the Fiscal Year pursuant to Section 4.5(a)(iii) and (iv),
the Company shall distribute to each Member on an annual basis not later than
120 days following the end of each Fiscal Year an amount equal to 40% of the
Profits allocated to such Member for such Fiscal Year pursuant to Section
4.4(a).  Distributions to
Members pursuant to the preceding sentence shall be an advance of and credited
against distributions to Members under this Agreement in the order that such
distributions would be made pursuant to Section 4.5(a)(iii) and (iv) and Section
6.2(c).


 


Notwithstanding anything in this Agreement to the contrary, to the
extent that any Member is owed a distribution pursuant to Section 4.5, but a
Default Loan or any Default Loan Interest obligation remains outstanding, all
payments due to such Member shall be paid to the Member who is deemed to have
made the Default Loan until an amount equal to the Default Loan plus the
Default Loan Interest has been paid to the such Member.  Further, notwithstanding anything in this
Agreement to the contrary, in the event that any distribution required to be
made hereunder (X) to a non-defaulting Member with respect to any Default Loan,
Default Loan Interest, Twenty-Five Percent Payment Amount, Default Contribution
or Default Distribution, or (Y) to the Company with respect to a Retained
Distribution, is, instead, paid to any lender or other Person pursuant to any
Construction Loan Documents, Expansion Loan Documents or Permanent Loan
Documents, then the amount of such Default Loan, Default Loan Interest,
Twenty-Five Percent Payment Amount or Default Contribution shall not be deemed
paid or reduced by such distribution and such obligation shall continue as if
such distribution were not made.


 


5.             Guaranties.  GCR Guarantor and Parent agree to execute
the respective Second Amendment to Guaranty attached hereto as Exhibits
A and B, as the case may be. 
As used in the Operating Agreement, the term “Guaranty” shall
include the original Guaranty, as amended by the First Amendment to Guaranty
and the Second Amendment to Guaranty.


 


7

















 


6.             Representations. GCR,
Station, GCR Guarantor and Parent each severally represents and warrants that:


 


(A)          It
has full corporate or limited liability company power and authority to enter
into and perform this Second Amendment.


 


(B)           The
execution, delivery and performance of this Second Amendment has been duly
authorized by all necessary corporate or limited liability company action by
such party and, if necessary, its equityholders.


 


(C)           This
Second Amendment has been duly executed and delivered by a duly authorized
officer or other representative of such party and constitutes the legal, valid
and binding obligation of such party enforceable in accordance with its
respective terms (except as enforceability may be limited by applicable
bankruptcy, insolvency or other similar laws affecting creditor’s rights
generally, and except that the availability of equitable remedies is subject to
judicial discretion).


 


(D)          No
consent, approval, order, license, authorization or validation of, or filing,
recording or registration with, or exemption of or by any person or entity is
required in connection with the execution, delivery and performance of this
Second Amendment by such party.


 


(E)           Neither
the execution, delivery or performance by such party of this Second Amendment,
nor compliance by such party with the terms and provisions hereof will:  (i) contravene any applicable provision
of any law, statute, rule or regulation or any order, writ, injunction or
decree of any court or governmental instrumentality, or (ii) conflict with
or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any security
interest or other lien upon any of the property or assets of such party
pursuant to the terms of any indenture, mortgage, deed of trust or other
instrument to which such party is a party or by which such party or any of its
property or assets is bound or may be subject.


 


7.             Miscellaneous.


 


(A)          Except
as modified by this Second Amendment, the Operating Agreement is ratified in
all respects.  In the event of a
conflict between the Operating Agreement and this Second Amendment, the terms
of this Second Amendment shall control.


 


(B)           This
Second Amendment may be executed in multiple counterparts, each of which shall
be deemed an original.


 


(C)           This
Second Amendment may not be amended or modified except pursuant to Article
VII of the Operating Agreement.


 


(D)          Any
“Section” or “Article” referenced in this Second Amendment shall refer to the
Operating Agreement unless otherwise specifically stated.


 


 


8

















 


[Signatures on following pages]


 


9

















 


IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Operating Agreement as of the date and year first set forth above.


 


	
   

  	
  GREEN VALLEY
  RANCH GAMING, LLC,

  
	
   

  	
  a Nevada
  limited liability company

  
	
   

  	
  By: GV RANCH
  STATION, INC., a Nevada

  
	
   

  	
  corporation,
  Its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GCR GAMING,
  LLC, a Nevada limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Brian
  Greenspun

  
	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
  GV RANCH
  STATION, INC., a Nevada

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


The
undersigned are executing and joining in this First Amendment to evidence their
agreement to the provisions set forth in Section 5 above.


 


	
   

  	
  GCR GAMING
  GUARANTOR, LLC, a

  
	
   

  	
  Nevada
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  STATION
  CASINOS, INC., a Nevada

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


10

















 


EXHIBIT
A


 


Second
Amendment to GCR Gaming Guarantor, LLC Guaranty


 


SECOND AMENDMENT TO GUARANTY


 


GCR Gaming
Guarantor, LLC, a Nevada limited liability company (“Guarantor”), and an
affiliate of GCR Gaming, LLC (“GCR”), a Nevada limited liability
company, executed the Guaranty, dated March 10, 2000 (the “Guaranty”), as amended
by the First Amendment to Guaranty, dated September 17, 2001 (this “First
Amendment”) for the benefit of Green Valley Ranch Gaming, LLC
(the “Company”),
and, under the circumstances set forth therein, for the benefit of GV Ranch
Station, Inc., a Nevada corporation (“Station”).  Guarantor, Station and the Company desire to consent to the
amendment of the Guaranty as set forth in this Second Amendment to Guaranty,
dated December 19, 2003 (this “Second Amendment”).


 


1.             Guarantied Obligations.  The first full paragraph of the Guaranty is
deleted and the following inserted in lieu thereof:


 


The undersigned GCR
Gaming Guarantor, LLC, a Nevada limited liability company (“Guarantor”),
and an affiliate of GCR Gaming, LLC (“GCR”), a Nevada limited liability
company, hereby irrevocably and unconditionally guarantees the payment and
performance (A) by GCR pursuant to Section 4.2 of the Operating
Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First
Amendment to Operating Agreement, dated September  17, 2001, and the
Second Amendment to Operating Agreement, dated December 19, 2003 (as amended,
the “Agreement”)
of Green Valley Ranch Gaming, LLC (the “Company”), to the same
extent that GCR is bound thereby, (B) by GCR and Guarantor of their obligations
under the Pledge/Guaranty Documents, (C) by GCR to pay any Default Loan and any
Default Loan Interest arising from a failure by GCR to make a Required Guaranty
Payment, (D) by GCR of the Twenty-Five Percent Payment (to the extent that the
same is owing under the Agreement) for the period commencing on the date on
which GCR’s payment obligation begins and ending on the earlier to occur of (a)
one year from such date, and (b) the date on which such payment obligation
which GCR fails to make in breach of Section 4.2 of the Agreement has
been satisfied, and (E) of all costs (including reasonable attorney’s fees and
costs of in-house counsel) incurred in enforcing this Guaranty resulting from a
default by GCR or Guarantor under any of the Pledge/Guaranty Agreements or this
Agreement.  (Any term with its initial
letter capitalized and not otherwise defined herein shall have the meaning
ascribed to it in the Agreement.)  This
Guaranty is for the


 


A-1

















 


benefit of (i) the
Company with respect to subparagraphs (A), (B), (D) and (E) above, and (ii)
Station with respect to subparagraphs (A), (B), (C), (D) and (E)  above. 
The amounts guaranteed by this Guaranty shall be limited as follows: (i)
so long as any monetary obligations under the Construction Financing or
Expansion Financing (if any) remain outstanding or liens securing the same are
in effect, $21,400,000.00, and (ii) from and after the payment in full of the
Construction Financing and Expansion Financing (and the release of all liens
securing the same and termination of all agreements related thereto), the
obligations guaranteed hereby shall be limited to those set forth in Sections
4.2(b) and 4.2(c) of the Agreement and subparagraph (E) above
and shall be limited to $15,000,000.00 in aggregate; provided, however, that
the amounts guarantied hereby shall not be reduced as set forth in this
sentence until all Default Loans, Default Loan Interest and Twenty-Five Percent
Payment owing to Station are paid in full.


 


Notwithstanding the
foregoing paragraph, the undersigned irrevocably and unconditionally
guarantees, without dollar limitation, the payment and performance of GCR’s
obligations, including indemnity obligations, set forth in Section 4.2(f)  of
the Agreement.


 


2.             Representations.  Guarantor represents and warrants that:


 


(a)          It has full limited liability company
power and authority to enter into and perform this Second Amendment;


 


(b)          The execution, delivery and
performance of this Second Amendment has been duly authorized by all necessary
limited liability company action by such party and, if necessary, its
equityholders;


 


(c)          This Second Amendment has been duly
executed and delivered by a duly authorized manager of such party and
constitutes the legal, valid and binding obligation of such party enforceable
in accordance with its respective terms (except as enforceability may be
limited by applicable bankruptcy, insolvency or other similar laws affecting
creditor’s rights generally, and except that the availability of equitable
remedies is subject to judicial discretion);


 


(d)          No consent, approval, order, license,
authorization or validation of, or filing, recording or registration with, or
exemption of or by any person or entity is required in connection with the
execution, delivery and performance of this Second Amendment by such party; and


 


(e)          Neither the execution, delivery or
performance by such party of this Second Amendment, nor compliance by such
party with the terms and provisions hereof will:  (i) contravene any
applicable provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality, or
(ii) conflict with or be


 


A-2

















 


inconsistent
with or result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any security interest or
other lien upon any of the property or assets of such party pursuant to the
terms of any indenture, mortgage, deed of trust or other instrument to which
such party is a party or by which such party or any of its property or assets
is bound or may be subject.


 


3.             Miscellaneous.


 


(a)          Except as modified by this Second
Amendment, the Guaranty is ratified in all respects.  In the event of a conflict between the Guaranty, as amended by
the First Amendment, and this Second Amendment, the terms of this Second
Amendment shall control.  This Second
Amendment may be executed in multiple counterparts, each of which shall be
deemed an original.  This Second
Amendment and the Guaranty, as amended by the First Amendment, may not be
amended or modified, except in a writing executed by Station, Guarantor and the
Company.


 


(b)          Notwithstanding anything in the
Guaranty or this Second Amendment to the contrary, Station and the Company
acknowledge that the assets of Guarantor may be pledged pursuant to documents
evidencing or securing the Construction Financing, Expansion Financing or
Permanent Financing.


 


IN WITNESS
WHEREOF, the undersigned have executed this Second Amendment as of the date and
year first written above.


 


	
   

  	
  GCR GAMING
  GUARANTOR, LLC, a

  Nevada limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Brian
  Greenspun

  
	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
  GV RANCH
  STATION, INC., a Nevada

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREEN VALLEY
  RANCH GAMING, LLC, a

  Nevada limited liability company, by GV Ranch

  Station, Inc., a Nevada corporation, its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


A-3

















 


EXHIBIT
B


 


Second
Amendment to Station Casinos, Inc. Guaranty


 


SECOND AMENDMENT TO GUARANTY


 


Station
Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV
Ranch Station, Inc. (“Station”), a Nevada corporation,
executed the Guaranty, dated March 10, 2000 (the “Guaranty”), as amended
by the First Amendment to Guaranty, dated September 17, 2001 (this “First
Amendment”) for the benefit of Green Valley Ranch Gaming, LLC
(the “Company”),
and, under the circumstances set forth therein, for the benefit of GCR Gaming
LLC, a Nevada limited liability company (“GCR”). 
Guarantor, GCR and the Company desire to consent to the amendment of the
Guaranty as set forth in this Second Amendment to Guaranty, dated December 19,
2003 (this “Second Amendment”).


 


1.             Guarantied Obligations.  The first full paragraph of the Guaranty is
deleted and the following inserted in lieu thereof:


 


The undersigned Station
Casinos, Inc., a Nevada corporation (“Guarantor”), and an affiliate of GV
Ranch Station, Inc. (“Station”), a Nevada corporation, hereby
irrevocably and unconditionally guarantees the payment and performance (A) by
Station pursuant to Section 4.2 of the Operating
Agreement, dated March 10, 2000 (the “Agreement”), as amended by the First
Amendment to Operating Agreement, dated September  17, 2001, and the
Second Amendment to Operating Agreement, dated December 19, 2003 (as amended,
the “Agreement”)
of Green Valley Ranch Gaming, LLC (the “Company”), to the same
extent that Station is bound thereby, (B) by Station and Guarantor of their
obligations under the Pledge/Guaranty Documents, (C) by Station to pay any
Default Loan and any Default Loan Interest arising from a failure by Station to
make a Required Guaranty Payment, (D) by Station of the Twenty-Five Percent
Payment (to the extent that the same is owing under the Agreement) for the
period commencing on the date on which Station’s payment obligation begins and
ending on the earlier to occur of (a) one year from such date, and (b) the date
on which such payment obligation which Station fails to make in breach of Section 4.2
of the Agreement has been satisfied, and (E) of all costs (including reasonable
attorney’s fees and costs of in-house counsel) incurred in enforcing this
Guaranty resulting from a default by Station or Guarantor under any of the
Pledge/Guaranty Agreements or this Agreement. 
(Any term with its initial letter capitalized and not otherwise defined
herein shall have the meaning ascribed to it in the Agreement.)  This Guaranty is for the benefit of (i) the
Company with respect to


 


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subparagraphs (A), (B),
(D) and (E) above, and (ii) GCR with respect to subparagraphs (A), (B), (C),
(D) and (E)  above.  The amounts guaranteed by this Guaranty
shall be limited as follows: (i) so long as any monetary obligations under the
Construction Financing or Expansion Financing (if any) remain outstanding or
liens securing the same are in effect, $21,400,000.00, and (ii) from and after
the payment in full of the Construction Financing and Expansion Financing (and the
release of all liens securing the same and termination of all agreements
related thereto), the obligations guaranteed hereby shall be limited to those
set forth in Sections 4.2(b) and 4.2(c) of the Agreement and
subparagraph (E) above and shall be limited to $15,000,000.00 in aggregate;
provided, however, that the amounts guarantied hereby shall not be reduced as
set forth in this sentence until all Default Loans, Default Loan Interest and
Twenty-Five Percent Payment owing to GCR are paid in full.


 


Notwithstanding the
foregoing paragraph, the undersigned irrevocably and unconditionally
guarantees, without dollar limitation, the payment and performance of Station’s
obligations, including indemnity obligations, set forth in Section 4.2(f)  of
the Agreement.


 


2.             Representations.  Guarantor represents and warrants that:


 


(a)          It has full corporate power and
authority to enter into and perform this Second Amendment;


 


(b)          The execution, delivery and
performance of this Second Amendment has been duly authorized by all necessary
corporate action by such party and, if necessary, its equityholders;


 


(c)          This Second Amendment has been duly
executed and delivered by a duly authorized officer or other representative of
such party and constitutes the legal, valid and binding obligation of such
party enforceable in accordance with its respective terms (except as
enforceability may be limited by applicable bankruptcy, insolvency or other
similar laws affecting creditor’s rights generally, and except that the
availability of equitable remedies is subject to judicial discretion);


 


(d)          No consent, approval, order, license,
authorization or validation of, or filing, recording or registration with, or
exemption of or by any person or entity is required in connection with the
execution, delivery and performance of this Second Amendment by such party; and


 


(e)          Neither the execution, delivery or
performance by such party of this Second Amendment, nor compliance by such
party with the terms and provisions hereof will:  (i) contravene any
applicable provision of any law, statute, rule or regulation or any order,
writ,


 


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injunction or
decree of any court or governmental instrumentality, or (ii) conflict with
or be inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any security
interest or other lien upon any of the property or assets of such party
pursuant to the terms of any indenture, mortgage, deed of trust or other
instrument to which such party is a party or by which such party or any of its
property or assets is bound or may be subject.


 


3.             Miscellaneous.


 


(a)          Except as modified by this Second
Amendment, the Guaranty is ratified in all respects.  In the event of a conflict between the Guaranty, as amended by
the First Amendment, and this Second Amendment, the terms of this Second Amendment
shall control.  This Second Amendment
may be executed in multiple counterparts, each of which shall be deemed an
original.  This Second Amendment and the
Guaranty, as amended by the First Amendment, may not be amended or modified,
except in a writing executed by GCR, Guarantor and the Company.


 


IN WITNESS
WHEREOF, the undersigned have executed this Second Amendment as of the date and
year first written above.


 


	
   

  	
  GCR GAMING,
  LLC, a Nevada limited

  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name: Brian
  Greenspun

  
	
   

  	
  Title:
  Manager

  
	
   

  	
   

  
	
   

  	
  STATION
  CASINOS, INC., a Nevada

  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREEN VALLEY
  RANCH GAMING, LLC, a

  Nevada limited liability company, by GV Ranch

  Station, Inc., a Nevada corporation, its Manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


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