Exhibit 4.13


 


AMENDMENT NO. 3 TO AMENDED AND RESTATED

LOAN AGREEMENT


 


This Amendment No. 3 to Amended and Restated Loan Agreement (this
“Amendment”) dated as of December 18, 2003 is entered into among Palace
Station Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), and Bank of America, N.A., as Administrative Agent (“Administrative
Agent”), with reference to the Amended and Restated Loan Agreement dated as of
September 18, 2002 among Borrowers, Parent, the Lenders party thereto, and
the Administrative Agent (as amended, the “Loan Agreement”).  Capitalized terms used but not defined herein
are used with the meanings set forth for those terms in the Loan Agreement.


 


Borrowers, Parent and the Administrative Agent, acting with the consent
of the Requisite Lenders pursuant to Section 12.2 of the Loan Agreement,
agree with reference to the following facts:


 


A.                                   Pursuant to the Reducing Revolving Loan
Agreement dated as of September 18, 2001 (the “Existing Green Valley Loan
Agreement”), Parent has heretofore issued the Green Valley Make Well
Agreement.  Parent also executed a completion
guaranty in respect of the initial construction of the Green Valley Ranch
Casino (which has heretofore terminated by its terms).


 


B.                                     Green Valley Ranch Gaming, LLC proposes to
construct an additional hotel tower and related amenities the Green Valley
Ranch Casino for an aggregate construction cost of $115,000,000 (the “New Tower
Project”).


 


C.                                     In order to finance the New Tower Project,
substantially concurrently with the effectiveness of this Amendment, Green
Valley Ranch Gaming, LLC will enter into an Amended and Restated Loan Agreement
which will amend and restate the Existing Green Valley Loan Agreement in its
entirety (the “New Green Valley Loan Agreement”), and which will increase the
aggregate principal amount of the credit facilities available thereunder to
$250,000,000.


 


D.                                    In connection with the New Green Valley Loan
Agreement, Parent shall execute an Amended and Restated Make Well Agreement,
pursuant to which its maximum liability shall be $42,800,000 (as a joint and
several obligor with other parties).


 


E.                                      In connection with the New Green Valley Loan
Agreement, Parent will also join in a Completion Guaranty in respect of (as a
joint and several obligor with other parties) the
completion of the New Tower Project.


 


F.                                      Parent and the Borrowers desire to amend the
Loan Agreement to accommodate these transactions and certain other matters.


 


NOW THEREFORE, the parties hereto hereby agree as follows:


 


1.                                       Defined Terms.  The definition of “Annual Basket “set forth
in Section 1.1 of the Loan Agreement is hereby amended to read in full as
follows:


 


1
















 


“Annual Basket” means, (a) for
the period between the Closing Date and December 31, 2002, $100,000,000,
(b) for the Fiscal Year ending December 31, 2003, $250,000,000, and (c) in
respect of each subsequent Fiscal Year, $200,000,000.


 


2.                                       Make Well Agreement.  The Green Valley Make Well Agreement is
stipulated to mean and include the Amended and Restated Make Well Agreement
referred to in Recital D to this Amendment.


 


3.                                       Liens and Negative Pledges.  Section 7.8(g) of the Loan Agreement is
hereby amended to read in full as follows:


 


“(g)  Liens consisting of Cash deposits to
secure obligations of Parent or any Restricted Subsidiary under an operating
lease of one or more aircraft provided that the aggregate amount of such
deposits does not exceed $3,000,000;”


 


4.                                       Indebtedness and Guaranty
Obligations.   Section 7.9(g)(i)
of the Loan Agreement is hereby amended to read in full as follows:


 


“(g) Guaranty Obligations of Parent consisting of
Support Agreements: (i) in support of the Auburn Project (on an unlimited
basis), (ii) in support of the construction of additional amenities at the
Green Valley Casino having an initial construction budget not in excess of $150,000,000, and (iii) following the
termination of the Green Valley Make Well Agreement, in respect of other New
Ventures, provided that the exposure incurred by Parent in respect of
such Support Agreements for such other New Ventures shall be expressly limited
therein to an aggregate amount which is not in excess of $50,000,000;”


 


5.                                       Financial and Business
Information.  Section 8.1(a) of the Loan Agreement is
hereby deleted.


 


6.                                       Conditions Precedent to
Amendment.  The effectiveness of this Amendment is
conditioned upon receipt by the Administrative Agent of the following:


 


(a)                                  Counterparts of this Amendment executed by
all parties hereto;


 


(b)                                 Written consents of each of the Sibling
Guarantors to the execution, delivery and performance hereof, substantially in
the form of Exhibit A hereto; and


 


(c)                                  Written consent of the Requisite Lenders as
required under Section 12.2 of the Loan Agreement, substantially in the
form of Exhibit B hereto.


 


7.                                       Representations and
Warranties.
Borrowers hereby represent and warrant that no Default or Event of Default has
occurred and remains continuing.


 


8.                                       Consent of Parent.  The execution of this Amendment by Parent
shall constitute its consent, in its capacity as guarantor under the Parent
Guaranty, to this Amendment.


 


9.                                       Confirmation.  In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.


 


10.                                 Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of California.


 


2
















 


11.                                 Counterparts.  This Amendment may be executed in any number
of counterparts each of which, when taken together, will be deemed to be a
single instrument.


 


(signature page
follows)


 


3
















 


IN WITNESS WHEREOF, Borrowers and the Administrative Agent have
executed this Amendment as of the date first above written by their duly
authorized representatives.


 


	
  BOULDER
  STATION, INC.

  
	
  FIESTA STATION,
  INC.

  
	
  SANTA FE
  STATION, INC.

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Senior Vice
  President, Treasurer, and

  Assistant Secretary

  
	
   

  
	
  LAKE MEAD
  STATION HOLDINGS, LLC

  
	
  PALACE STATION
  HOTEL & CASINO, INC.

  
	
  SUNSET STATION,
  INC.

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Senior Vice
  President, Chief Financial

  Officer, Treasurer and Assistant Secretary

  
	
   

  
	
  FIESTA STATION
  HOLDINGS, LLC

  
	
  LAKE MEAD
  STATION HOLDINGS, LLC

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson, Manager

  
	
   

  
	
  TEXAS STATION,
  LLC

  
	
   

  
	
  By:

  	
  STATION CASINOS,
  INC., its member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Glenn C. Christenson

  	
   

  
	
   

  	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
   

  	
  Executive Vice
  President, Chief Financial

  Officer, Chief Administrative Officer,

  Treasurer and Assistant Secretary

  
	
   

  
	
  STATION
  CASINOS, INC.

  
	
   

  	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Executive Vice
  President, Chief Financial

  Officer, Chief Administrative Officer,

  Treasurer and Assistant Secretary

  
	
   

  	
   

  
	
  BANK OF
  AMERICA, N.A., as Administrative Agent

  
	
   

  	
   

  
	
  By:

  	
  Janice Hammond /s/

  	
   

  
	
   

  	
  Janice Hammond,
  Vice President

  
					



 


4
















 


Exhibit A


 


CONSENT OF SIBLING GUARANTORS


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation (“Sunset”),
Lake Mead Station Holdings, LLC, a Nevada limited liability company (“Lake Mead
Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake Mead”), Fiesta
Station Holdings, LLC, a Nevada limited liability company (“Fiesta Holdings”),
Fiesta Station, Inc., a Nevada corporation (“Fiesta” and, collectively with
Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings, Lake Mead and
Fiesta Holdings, the “Borrowers”), Station Casinos, Inc. (“Parent”), the
Lenders party thereto, and Bank of America, N.A., as Administrative Agent, (as
amended, the “Loan Agreement”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Loan Agreement.


 


Each of the undersigned hereby consents to the execution, delivery and
performance by Borrowers of Amendment No. 3 to Amended and Restated Loan
Agreement.


 


Each of the undersigned represents and warrants to the Administrative
Agent and the Lenders that the Sibling Guaranty remains in full force and
effect in accordance with its terms.


 


Dated:   December 17, 2003


 


	
  TROPICANA
  STATION, INC.

  
	
  GV RANCH
  STATION, INC.

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Senior Vice
  President, Chief Financial

  Officer, Treasurer and Assistant Secretary

  
	
   

  
	
  GREEN VALLEY
  STATION, INC.

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Vice President,
  Chief Financial Officer, Treasurer

  and Assistant Secretary

  
	
   

  
	
  DURANGO
  STATION, INC.

  
	
  STATION
  HOLDINGS, INC.

  
	
  CHARLESTON
  STATION, INC.

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  President, Treasurer

  and Assistant Secretary

  



 


5
















 


	
  PALMS STATION,
  LLC

  
	
  SUNSET STATION
  LEASING COMPANY, LLC

  
	
   

  
	
  By:

  	
  STATION
  CASINOS, INC., its member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
   

  	
  Glenn C.
  Christenson,

  Executive Vice President, Chief Financial

  Officer, Chief Administrative Officer,

  Treasurer and Assistant Secretary

  
	
   

  
	
  RED ROCK
  STATION HOLDINGS, LLC

  
	
   

  
	
  By:

  	
  Glenn C. Christenson /s/

  	
   

  
	
   

  	
  Glenn C.
  Christenson,

  
	
   

  	
  Manager

  
	
   

  
	
  VISTA HOLDINGS,
  LLC

  
	
   

  
	
  By:

  	
  Richard Haskins /s/

  	
   

  
	
   

  	
  Richard
  Haskins,

  
	
   

  	
  Manager

  
						



 


6
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station Hotel &
Casino, Inc., a Nevada corporation (“Palace”), Boulder Station, Inc., a Nevada
corporation (“Boulder”), Texas Station, LLC, a Nevada limited liability company
(“Texas”), Santa Fe Station, Inc., a Nevada corporation (“Santa Fe”), Sunset Station,
Inc., a Nevada Corporation (“Sunset”), Lake Mead Station Holdings, LLC, a
Nevada limited liability company (“Lake Mead Holdings”), Lake Mead Station,
Inc., a Nevada corporation (“Lake Mead”), Fiesta Station Holdings, LLC, a
Nevada limited liability company (“Fiesta Holdings”), Fiesta Station, Inc., a
Nevada corporation (“Fiesta” and, collectively with Palace, Boulder, Texas,
Santa Fe, Sunset, Lake Mead Holdings, Lake Mead and Fiesta Holdings, the
“Borrowers”), Station Casinos, Inc. (“Parent”), the Lenders party thereto, and
Bank of America, N.A., as Administrative Agent, (as amended, the “Loan
Agreement”).  Capitalized terms not
otherwise defined herein shall have the meanings set forth in the Loan
Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


	
  Bank of
  America, NA

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      Scott
  L. Faber /s/

  	
   

  
	
  Name:

  	
  Scott L. Faber

  
	
  Title:.

  	
  Managing
  Director

  



 


7
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


	
  Bank of Hawaii

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      Scott
  Nahme/s/

  	
   

  
	
  Name:

  	
  Scott Nahme

  
	
  Title:.

  	
  Vice President

  



 


8
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


	
  Bank of
  Scotland

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      Joseph
  Fratus /s/

  	
   

  
	
  Name:

  	
  Joseph Fratus

  
	
  Title:.

  	
  First Vice
  President

  



 


9
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 19, 2003


 


	
  The CIT
  Group/Equipment Finance Inc.

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
    Michael
  J. Misulonas /s/

  	
   

  
	
  Name:

  	
  Michael J.
  Misulonas

  
	
  Title:.

  	
  Senior Credit
  Analyst

  



 


10
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 17, 2003


 


	
  Comerica West
  Incorporated

  
	
  [Name of Lender]

  
	
   

  
	
  By:

  	
       Eoin
  Collins /s/

  	
   

  
	
  Name:

  	
  Eoin Collins

  
	
  Title:.

  	
  Vice President

  



 


11
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


 


	
  Commerzbank AG,
  New York and Grand Cayman

  
	
   

  
	
   [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Werner
  Schmidbauer /s/

  	
   

  	
  By:

  	
  Karla Wirth /s/

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Werner
  Schmidbauer

  	
  Name:

  	
  Karla Wirth

  
	
  Title:.

  	
  SVP

  	
  Title:

  	
  AVP

  
								



 


12
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


	
  Credit Lyonnais
  New York Branch

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      F.
  Frank Herrera /s/

  	
   

  
	
  Name:

  	
  F. Frank
  Herrera

  
	
  Title:.

  	
  Vice President

  



 


13
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 15, 2003


 


	
  Hibernia
  National Bank

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      Chris
  Haskew /s/

  	
   

  
	
  Name:

  	
  Chris Haskew

  
	
  Title:.

  	
  VP

  



 


14
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 18, 2003


 


	
  Lehman
  Commercial Paper, Inc.

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
      G.
  Andrew Keith /s/

  	
   

  
	
  Name:

  	
  G. Andrew Keith

  
	
  Title:.

  	
  Authorized
  Signatory

  



 


15
















 


Exhibit B


 


CONSENT OF LENDER


 


Reference is hereby made to that certain Amended and Restated Loan
Agreement dated as of September 18, 2002 among Palace Station
Hotel & Casino, Inc., a Nevada corporation (“Palace”), Boulder
Station, Inc., a Nevada corporation (“Boulder”), Texas Station, LLC, a Nevada
limited liability company (“Texas”), Santa Fe Station, Inc., a Nevada
corporation (“Santa Fe”), Sunset Station, Inc., a Nevada Corporation
(“Sunset”), Lake Mead Station Holdings, LLC, a Nevada limited liability company
(“Lake Mead Holdings”), Lake Mead Station, Inc., a Nevada corporation (“Lake
Mead”), Fiesta Station Holdings, LLC, a Nevada limited liability company
(“Fiesta Holdings”), Fiesta Station, Inc., a Nevada corporation (“Fiesta” and,
collectively with Palace, Boulder, Texas, Santa Fe, Sunset, Lake Mead Holdings,
Lake Mead and Fiesta Holdings, the “Borrowers”), Station Casinos, Inc.
(“Parent”), the Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, (as amended, the “Loan Agreement”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Loan Agreement.


 


The undersigned Lender hereby consents to the execution and delivery of
Amendment No. 3 to Amended and Restated Loan Agreement, by the Administrative
Agent on its behalf, substantially in the form of the most recent draft
presented to the undersigned Lender.


 


Dated:  December 17, 2003


 


	
  Wells Fargo
  Bank NA

  
	
  [Name of
  Lender]

  
	
   

  
	
  By:

  	
       Clark
  A. Wood /s/

  	
   

  
	
  Name:

  	
  Clark A. Wood

  
	
  Title:.

  	
  Vice President

  



 


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