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**Exhibit 4.15**

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AMENDED AND RESTATED COMPLETION GUARANTY

ThisAmended and Restated Completion Guaranty (“Completion Guaranty”) is made as of December17, 2004 by Station Casinos, Inc., a Nevada corporation (“Station”), GCRGaming, LLC, a Nevada limited liability company (“GCR Gaming”), and GV RanchStation, Inc., a Nevada corporation (“GV Ranch Station”), jointly and severallyin favor of Bank of America, N.A., as Administrative Agent (“AdministrativeAgent”) for the benefit of the Lenders under the Second Amended and Restated LoanAgreement described below.  Station, GCRGaming and GV Ranch Station are each referred to herein as a “CompletionGuarantor” and collectively, as “Completion Guarantors”.  Capitalized terms used but not defined hereinshall have the meanings defined for those terms in the Loan Agreement describedbelow.

RECITALS

A.            Completion Guarantors previouslyexecuted a Completion Guaranty dated December 22, 2003 in favor ofAdministrative Agent (the “Existing Completion Guaranty”)

B.            Green Valley Ranch Gaming, LLC, aNevada limited liability company (“Borrower”) entered into a Second Amended andRestated Loan Agreement (as amended, supplemented or otherwise modified fromtime to time, the “Loan Agreement”) of even date herewith among Borrower, thelenders from time to time parties thereto (each a “Lender” and collectively,the “Lenders”), and Administrative Agent, wherein the Lenders have agreed toextend certain credit facilities to Borrower.

C.            This Completion Guaranty amends andrestates the Existing Completion Guaranty in its entirety.

AGREEMENT

NOW,THEREFORE, in order to induce the Lenders to extend credit facilities toBorrower under the Loan Agreement, and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged,Completion Guarantors hereby jointly and severally agree as follows:

1.             Completion Guaranty andAgreement.

CompletionGuarantors hereby, jointly and severally, irrevocably and unconditionallyguarantee that the Completion Guarantors shall complete or cause to be completedin accordance with Section 4.2 the construction of the Phase II Projectin material conformity with the Construction Plans (in each case as the sameexist as of the Closing Date and with such changes thereto as are permitted bythe Loan Agreement), free and clear of material defects and Liens or claims forLiens for material supplied or labor or services performed in connectiontherewith, except for Permitted Encumbrances and Permitted Rights ofOthers and Liens permitted under Section 6.8 of the Loan Agreement (*i.e.*, the Phase II Project is “PhysicallyComplete”) and the opening of the Phase II Project for business toaccommodate patrons and hotel guests (*i.e.,*the Phase II Project is “Legally Open”), in each case in accordance with the  Construction Budget and the ConstructionTimetable (as in effect on the date hereof and with such changes thereto as arepermitted pursuant to the terms of the Loan Agreement).

Withoutlimitation on the foregoing:

(a)           if as of any date the total cost ofconstruction, design, and development of the Phase II Project (and of allother costs contemplated by the Construction Budget) theretofore expendedexceeds $125,000,000 (the “Budgeted Cost”), Completion Guarantors shall 

 

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each make (or cause to be made), within five BusinessDays following demand by the Administrative Agent, Cash Equity Contributions (asdefined below) to Borrower in an aggregate amount which is equal to the greaterof (i) the Estimated Completion Amount, or (ii) unless the Phase IIProject is then Physically Complete, the amount of such excess.  As used herein, the “Estimated CompletionAmount” is the amount (as determined by the Administrative Agent in itssole discretion after consultation with CSG) equal to the sum of (y) theamount by which the actual completion cost (or theretofore expended amounts)for each line item in the Construction Budget has been exceeded (net of anysavings on any completed line items), plus, without duplication,(z) to the extent that Loans are not then available under the LoanAgreement, the remaining unexpended amount of the Construction Budget; and

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

                Asused herein, “Cash Equity Contributions” means contributions made by one orboth of the Members to the equity capital of Borrower that (a) are made inthe form of Cash or Cash Equivalents, (b) do not bear any specified ordeterminable dividend rate (other than dividends payable in kind) and(c) are not redeemable prior to the date that is one year after the TermMaturity Date.

2.             Payment Provisions in the Eventof Bankruptcy.

Inthe event, prior to the Completion Guaranty Termination Date, that Borrowerbecomes insolvent or subject to an Insolvency Proceeding as defined below,notwithstanding Section 1, Completion Guarantors jointly and severallyguarantee and agree that:

(a)           To the extent that the EstimatedCompletion Amount exceeds the Budgeted Cost, the Completion Guarantors shallupon demand by the Administrative Agent make or cause to be made Cash paymentsin the amount of such excess into an interest-bearing deposit accountestablished by the Administrative Agent in its own name at Bank of America (the“Deposit Account”) in which the Administrative Agent is hereby granted asecurity interest for the benefit of the Lenders.  The Deposit Account is intended to be a “depositaccount” for the purposes of Nevada Revised Statutes (“NRS”) 40.430.4(g).  Such funds in the Deposit Account shall onlybe available for, and used to complete, construction of the Phase II Project.

(b)           If the Completion Date does not occuron or before March 31, 2005, Completion Guarantors shall immediately makeor cause to be made a Cash payment into the Deposit Account in the amountrequired under Section 1.  Suchfunds shall be held in the Deposit Account as additional collateral for theObligations under the Loan Agreement; provided that, if requested byBorrower, such funds shall be applied, with the approval of the RequisiteLenders (which shall not be unreasonably withheld) to payment of such otherobligations of Borrower incurred in the ordinary course for the acquisition ofgoods or services which have enhanced or maintained the value of the Collateralcovered by the Collateral Documents.

(c)           The Cash payments into the DepositAccount and the funds therein shall be free and clear of any third party claimsthereto, including any claims by Borrower as a third party beneficiary underthis Completion Guaranty.  The  Completion Guarantors and the AdministrativeAgent on behalf of the Lenders specifically agree that Borrower is not anintended 

 

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third party beneficiary to this Completion Guarantyand 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 holdsthe right under this Completion Guaranty to have Cash Equity Contributions madeto it directly or that funds in the Deposit Account deposited pursuant toSection 2(a) shall or may be used for any purposes other than completionof the Phase II Project or that funds in the Deposit Account deposited pursuantto Section 2(b) are not collateral solely for the Obligations under theLoan Agreement, then Completion Guarantors shall contest such assertion insuch Insolvency Proceeding to the best of their respective ability.

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

3.             Performance of Completion Guaranty.  In fulfilling the obligations hereunder,Completion Guarantors hereby, jointly and severally, irrevocably andunconditionally guarantee, promise and agree in accordance with Section 4.2to cause Borrower to perform and comply with all provisions and conditions ofthe Loan Agreement relating to (a) the construction of the Phase II Projectand the Phase II Project becoming Legally Open within the time and in themanner 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 andPermitted Rights of Others and Liens under Section 6.8 of the LoanAgreement) that are or may be imposed upon or asserted against Borrower, the Phase IIProject or the Phase II Project Property in connection with theconstruction of the Phase II Project, and (d) the defense andindemnification of the Administrative Agent and the Lenders against all suchLiens (other then Permitted Encumbrances and Permitted Rights of Others andLiens under Section 6.8 of the Loan Agreement), whether arising from thefurnishing of labor, materials, supplies or equipment, from taxes, assessments,fees or other charges, from injuries or damage to Persons or property, orotherwise in connection with the construction of the Phase II Project.  Without limiting the generality of theforegoing, Completion Guarantors jointly and severally agree (w) to causeany and all costs of constructing and completing the Phase II Project andcausing the Phase II Project to become Legally Open, including, withoutlimitation, the costs of all labor, materials, supplies and equipment relatedthereto, to be paid and satisfied as the same shall become due, subject toCompletion Guarantors’ right to remove any Liens arising therefrom by securingbond(s) therefor, (x) to cause the net amount of cost overruns to bedirectly or indirectly funded, paid and satisfied from Completion Guarantors’own resources, (y) directly or indirectly to cause the completion of the Phase IIProject in a timely, good, workmanlike and Lien-free manner (except forPermitted Encumbrances and Permitted Rights of Others and Liens underSection 6.8 of the Loan Agreement), in accordance in all material respectswith the terms of the Construction Plans, the Construction Budget and the ConstructionTimetable and (z) to cause all pre-operating and carrying costs of the Phase IIProject, including, without limitation the payment of taxes, assessments,utilities, insurance and maintenance expenses, to be funded, paid and satisfiedas the same shall become due throughout the term of this Completion Guaranty.

4.             Procedures for Completion.

4.1           In the event that Borrower fails toperform all of its Obligations under the Loan Agreement relating toconstruction of the Phase II Project and causing the Phase II Projectto be Legally Open, then in any such event or at any time thereafter, theAdministrative Agent may give written notice to Completion Guarantors of theoccurrence of such event.

 

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4.2           Withinten days after the date on which the Administrative Agent gives any such noticeto Completion Guarantor, if and to the extent that Borrower continues to failto perform its Obligations under the Loan Agreement relating to the constructionof the Phase II Project (the “Construction Obligations”) or causing the Phase IIProject to be Legally Open, Completion Guarantors shall:

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

(b)           diligently prosecute the constructionof the Phase II Project to completion within the time and in the mannerspecified in the Construction Timetable, free of Liens (otherthanPermitted Encumbrances and Permitted Rights of Others and Liens under Section6.8 of the Loan Agreement) and fully paid for and diligently prosecute causingthe Phase II Project to be Legally Open; and

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

Ifand to the extent that, at any time following the giving such notice, theCompletion Guarantors remedy the failures of Borrower to comply with theConstruction Obligations or to cause the Phase II Project to be LegallyOpen in a manner which is acceptable to the Administrative Agent in theexercise of its discretion (including without limitation the funding of anyconstruction over-runs from other sources), and provided that no Default orEvent of Default then exists (other than (i) Defaults or Events of Defaultwhich arise solely from the failure of Borrower to timely construct the Phase IIProject or to construct it in accordance with the Approved Plans and ApprovedBudget and which, in the determination of the Administrative Agent, have beencured to the extent which is commercially practicable, (ii) Events ofDefault arising solely from the failure of Borrower to comply with anyfinancial covenant set forth in the Loan Agreement for any past complianceperiod, provided that Borrower is in compliance with such financialcovenant and with all other financial covenants set forth in the Loan Agreementfor the then current compliance period, or (iii) other Defaults or Eventsof Default to the extent that the circumstances giving rise thereto have beencured or otherwise addressed to the satisfaction of the Administrative Agent inits sole and unfettered discretion), then, subject to the terms and conditionsof the Loan Agreement, the Administrative Agent and the Lenders shall continueto make Loans and Letters of Credit available to the Borrower for thecompletion of the Phase II Project.

4.3           IfCompletion Guarantors fail to commence to complete the construction of the Phase IIProject or diligently to prosecute such construction to timely completion asprovided in Section 4.2 above, then the right of the Administrative Agentto recover under Section 5 shall not be affected or diminished by itsexercise of the rights and remedies that may be available to the AdministrativeAgent under the Loan Agreement and the other Loan Documents, at law or inequity, including:

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

 

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

(c)           If the Administrative Agent elects toundertake to complete the construction of the Phase II Project, andwhether or not the Administrative Agent elects to proceed judicially ornon-judicially to foreclose on all or any portion of the Collateral, theAdministrative Agent shall have the right to recover damages from CompletionGuarantors in an amount equal to the sum of:

(i)            The costs reasonably incurred orreasonably estimated to be incurred by the Administrative Agent to complete theconstruction of the Phase II Project, provided that with respect todamages recovered for costs estimated to be incurred by the AdministrativeAgent, such funds shall be used for no purpose other than the construction ofthe Phase II Project (the “Cost to Complete”) and providedfurtherthat should the total actual costs incurred by the Administrative Agent tocomplete the construction of the Phase II Project be less than the Cost toComplete, the amount by which the Cost to Complete recovered by theAdministrative Agent exceeds such actual construction costs shall be remittedto Completion Guarantors; plus

(ii)           All unreimbursed costs and expenses,including attorneys’ fees, reasonably incurred by the Administrative Agent inprotecting and preserving the Phase II Project and enforcing or defendingthe interests of the Lenders under this Completion Guaranty (the “UnreimbursedExpenses”).

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

4.4           Theparties recognize that the choice of remedies by the Administrative Agent willnecessarily and properly be a matter of business judgment, which the passage oftime and events may or may not prove to have been the best choice to maximizerecovery by the Administrative Agent at the lowest cost to either the Borroweror the Completion Guarantors.  Inrecognition of the foregoing, to the fullest extent permitted by Law, eachCompletion Guarantor agrees that it shall not assert, and each CompletionGuarantor hereby waives, any and all claims against the Administrative Agent,the Lenders and the other Creditors that any exercise of remedies or anyelection of remedies thereby has resulted (a) in actual or  general damages to the Borrower, theCompletion Guarantors or any Party as a result of the simple negligence of theAdministrative Agent, the Lenders or any Creditor, or (b) in special,indirect, consequential, exemplary or punitive damages (as opposed to actual orgeneral damages) except to the extent arising out any such action taken therebyin bad faith or constituting willful misconduct or gross negligence on the partof the Administrative Agent, the Lenders or any Creditor.  In any event, any claim of the CompletionGuarantors, or either of them alleging damages to the Borrower, the CompletionGuarantors or any other Person, shall not be asserted as a defense to paymentunder this Completion Guaranty or as a set-off or basis for any claim offailure to mitigate damages in any action or proceeding arising from thisCompletion Guaranty, but shall instead be asserted in a separate action oractions against the Administrative Agent or other relevant party.

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

 

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

6.             Relationship to Other Agreements.  Nothing herein shall in any way modify orlimit the effect of terms or conditions set forth in any other document,instrument or agreement executed by Completion Guarantors or in connection withobligations guarantied hereby, but each and every term and condition hereofshall be in addition thereto.  Allprovisions contained in the Loan Agreement that apply to Loan Documentsgenerally are fully applicable to this Completion Guaranty and are incorporatedherein by this reference.

7.             Subordination of Indebtedness of Borrower toCompletion Guarantors.  EachCompletion Guarantor agrees that:

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

(b)           If Administrative Agent so requests,upon the occurrence and during the continuance of any Event of Default, anysuch indebtedness of Borrower now or hereafter owed to Completion Guarantors,or any of them, shall be collected, enforced and received by the applicableCompletion Guarantor as trustee for Lenders and shall be paid over to theAdministrative Agent for the benefit of Lenders in kind on account of theobligations guarantied hereby, and shall be applied by the Administrative Agentto construction of the Phase II Project.

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

8.             Statutesof Limitations and Other Laws.  Untilthe obligations guarantied hereby shall have been paid and performed in full,all the rights, privileges, powers and remedies granted to the AdministrativeAgent and the Lenders hereunder shall continue to exist and may be exercised byAdministrative Agent for the benefit of the Lenders at any time and from timeto time irrespective of the fact that any of the  obligations guarantied hereby may have becomebarred by any statute of limitations.  CompletionGuarantors expressly waive, to the fullest extent permitted by law, the benefitof any and all statutes of limitation, and any and all Laws providing forexemption of property from execution or for evaluation and appraisal uponforeclosure, to the maximum extent permitted by applicable Laws.

 

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9.             Waivers and Consents.  Completion Guarantors acknowledge that theobligations undertaken herein involve the Completion Guaranty of obligations ofPersons other than Completion Guarantors and, in full recognition of that fact,consents and agrees, to the fullest extent permitted by law, that theAdministrative Agent and the Lenders may, at any time and from time to time,without notice or demand, and without affecting the enforceability orcontinuing effectiveness hereof: (a) supplement, modify, amend, extend, renew, accelerate orotherwise change the time for payment or the terms of the obligationsguarantied hereby or any part thereof (other than Article 7 of the LoanAgreement), including any increase or decrease of the rate(s) of interestthereon; (b) supplement, modify, amend or waive, or enter into or give anyagreement, approval or consent with respect to, the obligations guarantiedhereby or any part thereof, or any of the Loan Documents to which CompletionGuarantors are not a party or any additional security or guaranties, or anycondition, covenant, default, remedy, right, representation or term thereof orthereunder; (c) accept new or additional instruments, documents oragreements in exchange for or relative to any of the Loan Documents or theobligations guarantied hereby or any part thereof; (d) accept partialpayments on the obligations guarantied hereby; (e) receive and holdadditional security or guaranties for the obligations guarantied hereby or anypart thereof; (f) release, reconvey, terminate, waive, abandon, fail toperfect, subordinate, exchange, substitute, transfer and/or enforce anysecurity, and apply any security and direct the order or manner of sale thereofas Administrative Agent and the Lenders in their sole and absolute discretionmay determine; (g) release any Person from any personal liability withrespect to the obligations guarantied hereby or any part thereof; (h) settle,release on terms satisfactory to Lenders or by operation of applicable Laws orotherwise liquidate or enforce any obligations guarantied hereby and anysecurity therefor in any manner, (i) consent to the transfer of any securityand bid and purchase at any sale; and/or (j) consent to the merger, changeor any other restructuring or termination of the existence of Borrower, anyMember thereof, any Completion Guarantor or any other Person, andcorrespondingly restructure the obligations guarantied hereby, and any suchmerger, change, restructuring or termination shall not affect the liability ofCompletion Guarantors or the continuing effectiveness hereof, or theenforceability hereof with respect to all or any part of the obligationsguarantied hereby.

Upon the occurrence andduring the continuance of any Event of Default, the Administrative Agent, forthe benefit of the Lenders, may enforce this Completion Guaranty independentlyas to each Completion Guarantor and independently of any other remedy orsecurity Lenders at any time may have or hold in connection with the  obligations guarantied hereby.  Each Completion Guarantor expressly waivesany right to require Administrative Agent or the Lenders to marshal assets infavor of Borrower or any other Person, and agrees that Lenders may proceedagainst Borrower or any other Person, or upon or against any security orremedy, before proceeding to enforce this Completion Guaranty, in such order as they shall determine their soleand absolute discretion.  AdministrativeAgent, for the benefit of Lenders, may file a separate action or actionsagainst Borrower or any one or more Completion Guarantors without respect towhether action is brought or prosecuted with respect to any security or againstany other Person, or whether any other Person is joined in any such action oractions.  Each Completion Guarantoragrees that Lenders and Borrower and any Affiliates of Borrower may deal witheach other in connection with the obligations guarantied hereby or otherwise,or alter any contracts or agreements now or hereafter existing between any ofthem, in any manner whatsoever, all without in any way altering or affectingthe security of this Completion Guaranty. The rights of Administrative Agent and Lenders created or granted herein and the enforceability of thisCompletion Guaranty with respect to Completion Guarantors at all times shallremain effective to guaranty the performance, and/or payment in full, of eachof the obligations guarantied hereby even though such obligations, or any part thereof, or any security orguaranty therefor, may be or hereafter may become invalid or otherwiseunenforceable as against Borrower or any other Completion Guarantor or suretyand whether or not Borrower shall have any personal liability with respectthereto.  Each Completion Guarantorexpressly waives, to the fullest extent permitted by law, any and all defensesnow or hereafter arising or asserted by reason of (a) any disability orother defense of Borrower respect to the 

 

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obligations guaranteed hereby, (b) theunenforceability or invalidity of any security or guaranty for the obligationsguarantied hereby or the lack of perfection or continuing perfection or failureof priority of any security for the obligations guarantied hereby, (c) thecessation for any cause whatsoever of the liability of Borrower (other than byreason of the full payment and performance of all  obligations guarantied hereby), (d) anyfailure of Administrative Agent or the Lenders to marshal assets in favor ofBorrower or any other Person, (e) except as otherwise provided in thisCompletion Guaranty, any failure of Administrative Agent or the Lenders to givenotice of sale or other disposition of Collateral to Completion Guarantors orany other Person or any defect in any notice that may be given in connectionwith any sale or disposition of Collateral, (f) any failure ofAdministrative Agent or the Lender to comply with applicable Laws in connectionwith the sale or other disposition of any Collateral or other security for anyobligations guarantied, including without limitation, any failureAdministrative Agent or Lenders to conduct a commercially reasonable sale orother disposition of any Collateral or other security for any obligationsguarantied hereby, (g) any act or omission of Administrative Agent or theLenders or others that directly or indirectly results in or aids the dischargeor release of Borrower or the obligations guarantied hereby or any security orguaranty therefor by operation of law or otherwise, (h) any Law whichprovides that the obligation of a surety or Completion Guarantor must neitherbe larger in amount nor in other respects more burdensome than that of theprincipal or which reduces a surety’s or Completion Guarantor’s obligation inproportion to the principal obligation, (i) any failure of AdministrativeAgent or Lenders to file or enforce a claim in any bankruptcy or otherproceeding with respect to any Person, (j) the election by AdministrativeAgent or Lenders, in any bankruptcy proceeding of any Person, of theapplication or non-application of Section 1111(b)(2) of the UnitedStates Bankruptcy Code, (k) any extension of credit or the grant of anyLien under Section 364 of the United States Bankruptcy Code, (l) anyuse of cash collateral under Section 363 of the United States BankruptcyCode, (m) any agreement or stipulation with respect to the provision ofadequate protection in any bankruptcy proceeding of any Person, (n) theavoidance of any Lien in favor of Lender for any reason, (o) anybankruptcy, insolvency, reorganization, arrangement, readjustment of debt,liquidation or dissolution proceeding commenced by or against any Person, includingany discharge of, or bar or stay against collecting, all or any of theobligations guarantied hereby (or any interest thereon) in or as a result ofany 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 underNRS Section 40.430, or (q) any action taken by Lender that isauthorized by this Section or any other provision of any LoanDocument.   Each Completion Guarantorexpressly waives all setoffs and counterclaims and all presentments, demandsfor payment or performance, notices of nonpayment or nonperformance, protests,notices of protest, notices of dishonor and all other notices or demands of anykind 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 guarantiedhereby.  The Administrative Agent and theLenders may approve modifications to the Construction Contracts, ConstructionBudget and/or the Construction Timetable, and may change the terms or conditionsof disbursement of the Loan in any manner agreed to by the Borrower.

10.           Conditionof Borrower, its Members and its Subsidiaries.  Each Completion Guarantor represents andwarrants to the Administrative Agent and the Lenders that such CompletionGuarantor has established adequate means of obtaining from Borrower, itsMembers and its Subsidiaries, if any, on a continuing basis, financial andother information pertaining to the businesses, operations and condition(financial and otherwise) of Borrower, its Members and its Subsidiaries, if anyand their respective Properties, and Completion Guarantors now are andhereafter will be completely familiar with the businesses, operations andcondition (financial and otherwise) of Borrower, its Members and itsSubsidiaries, if any, and their respective Properties.  Each Completion Guarantor hereby expresslywaives and relinquishes any duty on the part of Administrative Agent or theLenders (should any such duty exist) to disclose to Completion Guarantors anymatter, 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 

 

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Properties, whether now known or hereafterknown by Administrative Agent or any Lender during the life of this CompletionGuaranty.  With respect to any of theobligations guarantied hereby, neither Administrative Agent nor the Lenders needinquire into the powers of Borrower, its Members or any of its Subsidiaries orthe officers or employees acting or purporting to act on their behalf, and allobligations guarantied hereby made or created in good faith reliance upon theprofessed exercise of such powers shall be secured hereby.

11.           Liens on Real Property.  In the event that all or any part of theobligations guarantied hereby at any time are secured by any one or more deedsof trust or mortgages or other instruments creating or granting Liens on anyinterests in real Property, each Completion Guarantor authorizes AdministrativeAgent, for the benefit of Lenders, upon the occurrence of and during thecontinuance of any Event of Default, at its sole option, without notice (otherthan notice of foreclosure or sale, which the Administrative Agent shallendeavor, but shall not be obligated, to provide to each Completion Guarantor)or demand and without affecting any obligations guarantied hereby, theenforceability of this Completion Guaranty, or the validity or enforceabilityof any Liens of Administrative Agent or the Lenders on any Collateral, toforeclose any or all of such deeds of trust or mortgages or other instrumentsby judicial or nonjudicial sale.  EachCompletion Guarantor expressly waives any defenses to the enforcement of thisCompletion Guaranty or any rights of the Administrative Agent or the Lenderscreated or granted hereby or to the recovery by Administrative Agent or theLenders against Borrower, Completion Guarantors or any other Person liabletherefor of any deficiency after a judicial or nonjudicial foreclosure or salebecause all or any part of the obligations guarantied hereby are secured byreal Property.  This means, among otherthings:  (1) Administrative Agent,for the benefit of Lenders, may collect from either Completion Guarantorwithout first foreclosing on any real or personal Property collateral pledgedby the Borrower; (2) if the Administrative Agent, for the benefit ofLenders, forecloses on any real Property collateral pledged by the Borrower:  (A) the amount of the obligationsguarantied hereby may be reduced only by the price for which that collateral issold at the foreclosure sale, even if the collateral is worth more than thesale price, (B) the Administrative Agent, for the benefit of Lenders, maycollect from either Completion Guarantor even if the Administrative Agent, byforeclosing on the real Property collateral, has destroyed any right CompletionGuarantors may have to collect from the Borrower.  This is an unconditional and irrevocablewaiver of any rights and defenses Completion Guarantors may have because all orany part of the obligations guarantied hereby are secured by realProperty.  Each Completion Guarantorexpressly waives any defenses or benefits that may be derived from CaliforniaCode of Civil Procedure §§ 580a, 580b, 580d or 726, or comparableprovisions of the Laws of any other jurisdiction, including, withoutlimitation, NRS Section 40.430 and judicial decisions relating thereto,and NRS Sections 40.451, 40.455, 40.457 and 40.459, and all othersuretyship defenses it otherwise might or would have under Nevada Law or otherapplicable Law.

12.           Standstillof Rights of Subrogation. Notwithstanding anything to the contrary elsewhere contained herein orin any other Loan Document to which either Completion Guarantor is a Party, foras long as the this Agreement remains in effect, each Completion Guarantorhereby expressly agrees with respect to Borrower and its successors and assigns(including any surety) and any other Person which is directly or indirectly acreditor of Borrower or any surety for Borrower, to forbear exercising any andall rights at Law or in equity to subrogation, to reimbursement, toexoneration, to contribution, to setoff or to any other rights that couldaccrue to a surety against a principal, to a Completion Guarantor against amaker or obligor, to an accommodation party against the party accommodated, orto a holder or transferee against a maker, and which either CompletionGuarantor may have or hereafter acquire against Borrower or any other suchPerson in connection with or as a result of Completion Guarantor’s execution,delivery and/or performance of this Completion Guaranty or any other LoanDocument to which either Completion Guarantor is a party.  Each Completion Guarantor agrees, for as longas this Agreement remains in effect, that it shall not assert any such rightsagainst Borrower or its successors and assigns or any other Person (includingany surety) which is directly or indirectly a creditor of Borrower or any 

 

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surety for Borrower, either directly or as anattempted setoff to any action commenced against that Completion Guarantor byBorrower (whether as borrower or in any other capacity), Administrative Agent,any Lender or any other such Person. Notwithstanding the foregoing provisions of this Section, it is agreedthat for so long as no Event of Default has been asserted by the AdministrativeAgent 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 whichthey have against the other Parties to this Agreement (but not against theBorrower), but that upon the occurrence and during the continuance of any Eventof Default, they shall cease or stay the exercise or assertion of any suchrights or claims unless the Administrative Agent otherwise consents in writing,the Obligations are fully repaid, or such Event of Default has been cured orwaived in writing. Each Completion Guarantor hereby acknowledges and agreesthat this forbearance and standstill agreement is intended to benefit Borrower,Administrative Agent and Lenders and shall not limit or otherwise affectCompletion Guarantors’ liability hereunder, under any other Loan Document towhich either Completion Guarantor is a party, or the enforceability hereof orthereof.

13.           Understandings With Respect to Waivers and Consents.   Each Completion Guarantor warrants andagrees that each of the waivers and consents set forth herein are made withfull knowledge of their significance and consequences, with the understandingthat events giving rise to any defense or right waived may diminish, destroy orotherwise adversely affect rights which such Completion Guarantor otherwise mayhave against Borrower, Administrative Agent, any Lender or others, or againstany Collateral, and that, under the circumstances, the waivers and consentsherein given are reasonable and not contrary to public policy or Law.  Each Completion Guarantor acknowledges thatit has either consulted with legal counsel regarding the effect of thisCompletion Guaranty and the waivers and consents set forth herein, or has made aninformed decision not to do so.  If thisCompletion Guaranty or any of the waivers or consents herein are determined tobe unenforceable under or in violation of applicable Law, this CompletionGuaranty and such waivers and consents shall be effective to the maximum extentpermitted by Law.

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

(a)           Any act or event which mightotherwise discharge, reduce, limit or modify Completion Guarantors’ obligationsunder this Completion Guaranty;

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

(c)           Any action, omission or circumstancewhich might increase the likelihood that Completion Guarantors may be calledupon to perform under this Completion Guaranty or which might affect the rightsor remedies of Completion Guarantors as against Borrower; or

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

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

 

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15.           Financial Information.  Station agrees that it shall keep true andcorrect financial books and records, using generally accepted accountingprinciples consistently applied.  Stationshall provide to the Administrative Agent, for the benefit of  Lenders such financial statements and otherinformation respecting Station as is required under Section 8.1 of theLoan Agreement and such other information concerning its affairs and propertiesas the Administrative Agent or any Lender may reasonably request.  Any confidential information of Station sofurnished shall be subject to the provisions of Section 12.14 of the LoanAgreement.

16.           Completion Guarantor’s Representations and Warranties.  Each Completion Guarantor represents andwarrants as to itself that:

(a)           All financial statements and otherfinancial information furnished or to be furnished to the Administrative Agentor the Lenders by such Completion Guarantor are or will be true and correct anddo or will fairly represent the financial condition of such CompletionGuarantor as of the dates and for the periods covered thereby;

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

(c)           There has been no material adversechange in such Completion Guarantor’s financial condition since the dates ofthe statements most recently furnished to the Administrative Agent for thebenefit of  Lenders prior to the datehereof; and

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

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

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

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

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

(d)           Any Completion Guarantor becomesinsolvent or the subject of any case or proceeding, voluntary or involuntary,under the Bankruptcy Code or any similar existing or future law of anyjurisdiction, state or federal, relating to bankruptcy, insolvency,reorganization or relief of debtors and, in the case of an involuntary case orproceeding, the same continues undismissed or unstayed for ninety (90)calendar days provided that if such event may constitute an Event of Defaultunder Section 10.1(r) of the Loan Agreement, then such event shall notconstitute an Event of Default hereunder unless and until it constitutes anEvent of Default under said Section 10.1(r); or

(e)           Any Completion Guarantor dissolves orliquidates.

 

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

(a)           It is authorized to execute, deliverand perform under this Completion Guaranty, which is a valid and bindingobligation of such Completion Guarantor enforceable against such CompletionGuarantor in accordance with its terms, except as enforcement may be limited byDebtor Relief Laws, Gaming Laws or equitable principles relating to thegranting of specific performance and other equitable remedies as a matter ofjudicial discretion;

(b)           No provision or obligation ofCompletion Guarantors contained in this Completion Guaranty violates anyRequirement of Law applicable to Completion Guarantors; and

(c)           No such provision or obligationconflicts with, or constitutes a breach or default under, any agreement towhich any Completion Guarantor is a party.

19.           Additional and Independent Obligations.  Completion Guarantors’ obligations under thisCompletion Guaranty are in addition to its obligations under any other existingor future guaranties given in connection with the Loan Agreement, and theyshall remain in full force and effect until (a) they are performed in fullor (b) they terminate in accordance with the terms hereof.  Completion Guarantors’ obligations under thisCompletion Guaranty are independent of those of Borrower under the other LoanDocuments.  The Administrative Agent maybring a separate action, or commence a separate reference or arbitrationproceeding against either Completion Guarantor without first proceeding againstBorrower or any other Completion Guarantor, any other person or any securitythat the Administrative Agent or the Lenders may hold, and without pursuing anyother remedy.  The rights of theAdministrative Agent and the Lenders under this Completion Guaranty shall notbe exhausted by any action by the Administrative Agent or any Lender until theearlier of (a) the Completion Guaranty Termination Date, or (b) thedate upon which Obligations under the Loan Agreement have been paid andperformed in full.

20.           No Waiver; Consents; Cumulative Remedies.  Each waiver by the Administrative Agent andthe Lenders must be in writing, and no waiver shall be construed as acontinuing waiver.  No waiver shall beimplied from the Administrative Agent’s or any Lender’s delay in exercising orfailure to exercise any right or remedy against Borrower, either CompletionGuarantor or any security.  Consent bythe Administrative Agent or any Lender to any act or omission by Borrower orany Completion Guarantor shall not be construed as a consent to any other orsubsequent act or omission, or as a waiver of the requirement for their consentto be obtained in any future or other instance. All remedies of the Administrative Agent and the Lenders againstBorrower and Completion Guarantor are cumulative.

21.           Release;Termination.  This CompletionGuaranty shall automatically terminate upon the date (the “Completion GuarantyTermination Date”) upon which both (y) the Phase II Project isPhysically Complete and Legally Open (as described in Section 1) and theBorrower has given notice (the “Completion Notice”) to the Administrative Agentof that fact in a writing making reference to this Completion Guaranty and thisSection, and (z) the Completion Guarantors have made any payments requiredunder this Completion Guaranty which the Administrative Agent has requestedwithin 10 Business Days following the date of such Completion Notice.  Absent such termination, CompletionGuarantors shall not be released from their respective obligations under thisCompletion Guaranty except by a writing signed by the Administrative Agent withthe consent of such percentage of the Lenders as is required under the LoanAgreement or upon delivery and acceptance by the Administrative Agent and ofthe Completion Certificates specified in Section 7.12 of the LoanAgreement.  Following the CompletionGuaranty Termination Date, the Administrative Agent shall confirm thetermination and release of this Agreement in writing promptly following therequest of any Completion Guarantor.

 

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22.           Successors and Assigns; Participations.  The terms of this Completion Guaranty shall bindand benefit the legal representatives, successors and assigns of theAdministrative 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 CompletionGuaranty, without the prior written consent of the Administrative Agent in eachinstance.  The Lenders may sell or assignparticipations or other interests in the Loans and this Completion Guaranty, inaccordance with Section 12.8 of the Loan Agreement.  Also without notice to or the consent ofCompletion Guarantors, the Administrative Agent and the Lenders may discloseany and all information in their possession concerning Completion Guarantors,this Completion Guaranty and any security for this Completion Guaranty to anyactual or prospective purchaser of any securities issued or to be issued byLenders, and to any actual or prospective purchaser or assignee of anyparticipation or other interest in the Loan Documents, all in accordance withSection 12.14 of the Loan Agreement.

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

24.           Costs and Expenses. If any lawsuit, reference or arbitration is commenced which arises outof, or which relates to this Completion Guaranty, the prevailing party shall beentitled to recover from each other party such sums as the court, referee orarbitrator may adjudge to be reasonable attorneys’ fees (including reasonablyallocated costs for services of in-house counsel) in the action orproceeding, in addition to costs and expenses otherwise allowed by Law.  In all other situations, including anyInsolvency Proceeding,  Completion Guarantorsjointly and severally agree to pay all of the Administrative Agent’s and theLenders’ reasonable costs and expenses, including attorneys’ fees (includingreasonably allocated costs for services of their respective in-housecounsel without duplication) which may be incurred in any effort to collect orenforce this Completion Guaranty.  Fromthe time(s) demanded until paid in full, all sums shall bear interest at theDefault Rate.

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

26.           Waiverof Right to Trial by Jury.  EACHPARTY TO THIS COMPLETION GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BYJURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOANDOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGSOF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS COMPLETION GUARANTY, THELOAN AGREEMENT AND ANY  OTHER LOANDOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOWEXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OROTHERWISE; 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, ANDTHAT ANY PARTY TO THIS COMPLETION GUARANTY MAY FILE AN ORIGINAL COUNTERPART ORA COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THESIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

 

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

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

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INWITNESS WHEREOF, Completion Guarantors have executed this Completion Guarantyas of the date first written above by their respective duly authorizedofficers.
|   | “Completion Guarantors”                    |
|--------|------------------------------------------------------|
|   |                                                 |   |
|   | STATION CASINOS, INC.                                |
|   |                                                 |   |
|   |                                                 | By: | /s/ Glenn C. Christenson |   |
|   |                                                 | 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: | /s/ Brian L. Greenspun |   |
|   |                                                 | Name: | Brian L. 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 |
|        |                                                      |  |  |  |  |  |  |  |

 

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|   | GV RANCH STATION,  INC.  a Nevada corporation |
|--------|----------------------------------------------------|
|   |                                               |   |
|   |                                               | By: | /s/ Glenn C. Christenson |   |
|   |                                               | Name: | Glenn C. Christenson |
|   |                                               | Title: | Senior Vice President and  Treasurer |
|   | 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: | /s/ Donna Kimbrough |   |
|                                  | Name: | Donna Kimbrough |
|                                  | Title: | Assistant Vice President |
|                                  |
| Bank of America, N.A.                 |
| Mail Code:  TX1-492-14-11        |
| Bank of America Plaza                 |
| 901 Main Street                       |
| Dallas, TX 75202-3714                 |
| Attn:                                 | Donna Kimbrough |
|                                  | Assistant Vice President |
| Telecopier:                           | (214) 290-9436 |
| Telephone:                            | (214) 209-1569 |
|                                       |  |  |  |  |  |  |  |

 

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