**Exhibit 10.35**

 

**THIRDAMENDMENT TO OPERATING AGREEMENT**

 

**GREEN VALLEY RANCH GAMING, LLC**

THISTHIRD AMENDMENT TO OPERATING AGREEMENT (this “**Third Amendment**”) is dated as of December 17, 2004(the “**Effective Date**”),among GREEN VALLEY RANCH GAMING, LLC, a Nevada limited liability company (the “**Company**”), GCR GAMING, LLC, a Nevadalimited liability company (“**GCR**”),GV RANCH STATION, INC., a Nevada corporation (“**Station**”), and a wholly-owned subsidiary of STATIONCASINOS, INC., a Nevada Corporation (“**Parent**”)and Station in its capacity as Manager. GCR GAMING GUARANTOR, LLC, a Nevada limited liability company (“**GCR Guarantor**”) and Parent haveexecuted and joined this Third Amendment for the purposes set forth below.

**RECITALS:**

                                                WHEREAS, theCompany, 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 the Second Amendment to Operating Agreement, dated December 19, 2003(the “**Second Amendment**” andtogether with the First Amendment and the Original Operating Agreement, the “**Operating Agreement**”), with respect tothe Company.  (Any term used in thisThird Amendment with its initial letter capitalized and not otherwise definedherein shall have the meaning described to it in the Operating Agreement.)

                                                WHEREAS, theMembers desire to amend the financing for the Project.

                                                WHEREAS,Company, GCR, Station, Parent and GCR Guarantor desire to release and terminatethe Guaranties of GCR Guarantor and Parent.

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

**AGREEMENT**

1.                                       **Defined Terms**.

(a)                                  “**AdditionalExpansion Project**” means additional construction at the Project,generally consisting of additional hotel rooms and a casino floor expansion, ifand as approved by the Members.

(b)                                 “**ExpansionFinancing**” means third-party debt financing for the constructionof the Expansion Project and Additional Expansion Project and to refinance theConstruction Financing.

(c)                                  “**MasterDevelopment Plan**” means the Master Development Plan as definedin the Operating Agreement and specifically shall include the Expansion DesignPlan, the Expansion Construction Plan, and the Expansion Project Budget, and,if the Additional 

 

 

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Expansion Project is approved by the Members, similardesign plans, construction budgets and project budgets for the AdditionalExpansion Project (as any and all of the foregoing may be amended from time totime in accordance with the Operating Agreement and all as approved by theExecutive Committee).

(d)                                 “**OperatingCosts**” as defined in the Operating Agreement also specificallyshall include the Expansion Project Budget and, if the Additional ExpansionProject is approved by the Members, the project budget for such Additional Expansion Project, each to the extentapplicable.

(e)                                  “**Project**”means the Project as originally defined in the Operating Agreement andexpressly including the Expansion Project and, if approved and constructed, theAdditional Expansion Project.

2.                                       **Additional ExpansionProject**.  Except as set forth in this **Section 2**, the provisions of Section 2of the Second Amendment shall apply to the Additional Expansion Project as ifthe terms therein were for the Additional Expansion Project (with appropriateamendments to the defined terms to be applicable to the Additional ExpansionProject), if the Additional Expansion Project is approved by the Members.  However, **Section 2(D) **ofthe Second Amendment shall not apply and in lieu thereof the following shallapply to change orders for the Additional Expansion Project:

At the time of approving thebudget for the Additional Expansion Project, the Executive Committee also shallestablish the parameters for which the Manager may make change orders withoutthe approval of the Executive Committee.

3.                                       **Additional Requirementsfor Executive Committee Approval**. Notwithstanding anything in the Operating Agreement to the contrary, orany provisions of the Expansion Financing or Permanent Financing permitting thesame, the approval of the Executive Committee shall be required before (i) theCompany acquires any portion of the loans (whether revolving or term) under theExpansion Financing or any Permanent Financing, whether by assignment,purchase, participation or otherwise, (ii) engages in any Acquisition (asdefined in the Expansion Financing), or (iii) extends the maturity of therevolver facility (as permitted in the Expansion Financing).

4.                                       **Guaranties**. Company, GCR, Station, Parent and GCR Guarantor hereby agree that theStation Guaranty and GCR Guaranty are hereby terminated and Parent and GCRGuarantor are hereby released from any further liability or obligationthereunder.  Further, Company, Stationand GCR hereby agree that the Operating Agreement is hereby amended to deleteany reference to, or requirement for, the Station Guaranty and GCR Guaranty.

5.                                       **Representations**. GCR, Station, GCR Guarantor and Parenteach severally represents and warrants that:

(a)                                  It has full corporate or limitedliability company power and authority to enter into and perform this ThirdAmendment.

 

 

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(b)                                 The execution, delivery and performanceof this Third Amendment has been duly authorized by all necessary corporate orlimited liability company action by such party and, if necessary, itsequityholders.

(c)                                  This Third Amendment has been dulyexecuted and delivered by a duly authorized officer or other representative ofsuch party and constitutes the legal, valid and binding obligation of suchparty enforceable in accordance with its respective terms (except asenforceability may be limited by applicable bankruptcy, insolvency or othersimilar laws affecting creditor’s rights generally, and except that theavailability of equitable remedies is subject to judicial discretion).

(d)                                 No consent, approval, order, license,authorization or validation of, or filing, recording or registration with, orexemption of or by any person or entity is required in connection with theexecution, delivery and performance of this Third Amendment by such party.

(e)                                  Neither the execution, delivery orperformance by such party of this Third Amendment, nor compliance by such partywith the terms and provisions hereof will: (i) contravene any applicable provision of any law, statute, rule orregulation or any order, writ, injunction or decree of any court orgovernmental instrumentality, or (ii) conflict with or be inconsistentwith or result in any breach of any of the terms, covenants, conditions orprovisions of, or constitute a default under, or result in the creation orimposition of (or the obligation to create or impose) any security interest orother lien upon any of the property or assets of such party pursuant to theterms of any indenture, mortgage, deed of trust or other instrument to whichsuch party is a party or by which such party or any of its property or assetsis bound or may be subject.

6.                                       **Miscellaneous**.

(a)                                  Except as modified by this ThirdAmendment, the Operating Agreement is ratified in all respects.  In the event of a conflict between theOperating Agreement and this Third Amendment, the terms of this Third Amendmentshall control.

(b)                                 This Third Amendment may be executed inmultiple counterparts, each of which shall be deemed an original.

(c)                                  This Third Amendment may not be amendedor modified except pursuant to **Article VII**ofthe Operating Agreement.

(d)                                 Any “Section” or “Article” referenced inthis Third Amendment shall refer to the Operating Agreement unless otherwisespecifically stated.

 

[Signatureson following pages]

 

 

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INWITNESS WHEREOF, the parties hereto have executed this Third Amendment toOperating 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:                                | /s/ Glenn C. Christenson |   |
|   | Title:                             | Senior Vice President |   |
|   |                               |
|   | GCR GAMING, LLC, a Nevada limited  |
|   | liability company                  |
|   |                               |   |
|   | By:                                | /s/ Brian Greenspun |   |
|   | Name:                              | Brian Greenspun |
|   | Title:                             | Manager |
|   |                               |
|   | GV RANCH STATION, INC., a Nevada   |
|   | corporation                        |
|   |                               |   |
|   | By:                                | /s/ Glenn C. Christenson |   |
|   | Title:                             | Senior Vice President |   |

Theundersigned are executing and joining in this Third Amendment to evidence theiragreement to the provisions set forth in Sections 4 and 5 above.
|   | GCR GAMING GUARANTOR, LLC, a     |
|--------|----------------------------------|
|   | Nevada limited liability company |
|   |                             |   |
|   | By                               | /s/ Brian Greenspun |   |
|   | Title:                           | Manager |
|   |                             |   |
|   | STATION CASINOS, INC., a Nevada  |
|   | corporation                      |
|   |                             |   |
|   | By:                              | /s/ Glenn C. Christenson |   |
|   | Title:                           | Executive Vice President,   Chief Financial Officer and   Chief Administrative Officer |   |

 

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