AND AUTHORITY TO ENTER INTO THIS AMENDMENT WITHOUT CONSENT
OR APPROVAL BY ANY THIRD PARTY (OTHER THAN LANDLORD'S LENDER, WHICH CONSENT WILL
BE OBTAINED CONCURRENTLY HEREWITH) AND THIS AMENDMENT CONSTITUTES ITS LEGAL,
VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS RELATING TO OR LIMITING CREDITORS' RIGHTS GENERALLY
OR BY EQUITABLE PRINCIPLES AFFECTING ENFORCEABILITY AND (B) THE EXECUTION AND
DELIVERY BY LANDLORD OR TENANT, AS APPLICABLE, OF THIS AMENDMENT HAS BEEN DULY
AUTHORIZED BY ALL REQUISITE ACTION ON THE PART OF LANDLORD OR TENANT, AS
APPLICABLE, AND WILL NOT VIOLATE ANY PROVISION OF ANY OF THE ORGANIZATIONAL
DOCUMENTS OF LANDLORD OR TENANT, AS APPLICABLE.
2.3.
EACH OF LANDLORD AND TENANT REPRESENTS AND WARRANTS THAT, AS OF
THE DATE HEREOF, (A) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING; (B) NO DEFAULT OR EVENT OF DEFAULT WILL OCCUR AS A RESULT OF THE
EXECUTION, DELIVERY AND PERFORMANCE BY LANDLORD OR TENANT OF THIS AMENDMENT; AND
(C) NEITHER LANDLORD NOR TENANT HAS GIVEN ANY NOTICE OF ANY UNCURED DEFAULT
UNDER THE MASTER LEASE.
3.
EFFECT UPON LOAN DOCUMENTS.
3.1.
EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE MASTER LEASE SHALL
REMAIN IN FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
3.2.
THE PARTIES HERETO SPECIFICALLY ACKNOWLEDGE AND AGREE THAT THE
MASTER LEASE, AS HEREBY AMENDED, IS IN FULL FORCE AND EFFECT IN ACCORDANCE WITH
ITS RESPECTIVE TERMS AND HAS NOT BEEN MODIFIED, EXCEPT PURSUANT TO THIS
AMENDMENT.
3.3.
A BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES MADE HEREIN
SHALL CONSTITUTE A DEFAULT UNDER THE MASTER LEASE, SUBJECT TO THE NOTICE AND
CURE PROVISIONS PROVIDED THEREIN.
4.
GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED, INTERPRETED AND
GOVERNED BY THE LAW OF THE STATE OF NEVADA.
5.
COUNTERPARTS.
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, AND ALL SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE THE SAME
AGREEMENT.
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3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.
LANDLORD:
FCP PROPCO, LLC, a Delaware limited liability
company
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title: Authorized Signatory
TENANT:
STATION CASINOS, INC.
By:
/s/ Thomas M. Friel
Name: Thomas M. Friel
Title:
Executive Vice President, Chief
Accounting Officer & Treasurer
Landlord's Lender hereby consents to this Amendment as of the date hereof.
GERMAN AMERICAN CAPITAL
CORPORATION, a Maryland corporation, in its
capacity as Mortgage Lender, First Mezzanine
Lender, Second Mezzanine Lender, Third
Mezzanine Lender, and Fourth Mezzanine Lender,
under Landlord's Loan Documents
By:
/s/ John K. Beacham
Name: John K. Beacham
Title: Vice President
By:
/s/ Jeffrey E. Paige
Name: Jeffrey E. Paige
Title: Vice President
JPMORGAN CHASE BANK, N.A., a national
banking association, in its capacity as Mortgage
Lender, First Mezzanine Lender, Second Mezzanine
Lender, Third Mezzanine Lender and Fourth
Mezzanine Lender under Landlord's Loan
Documents
By:
/s/ Michael