EXHIBITS AND SCHEDULES
EXHIBIT A - Legal Description of the Land
EXHIBIT B - [Reserved]
EXHIBIT C - [Reserved]
EXHIBIT D - Subordination, Nondisturbance and Attornment Agreement
EXHIBIT E - Control Agreement
EXHIBIT F - Form of Sublease
SCHEDULE 1 - Ground Lease
SCHEDULE 3.1(d) - Designated Account
SCHEDULE 8.2.2 -Sublease Approvals
SCHEDULE 9.1(a) - Deferred Maintenance and Environmental Remediation Work
SCHEDULE 10.1 - Insurance Requirements
SCHEDULE 15.4 - Arbitration Procedures
MASTER LEASE AGREEMENT (this "Lease"), dated as of the 7th day of November,
2007, between FCP PROPCO, LLC, a Delaware limited liability company ("Landlord")
having its principal office at 1505 South Pavilion Center Drive, Las Vegas,
Nevada 89135, and STATION CASINOS, INC., a Nevada corporation ("Tenant"), having
its principal offices at 1505 South Pavilion Center Drive, Las Vegas, Nevada
89135.
RECITALS
WHEREAS, Landlord has agreed to let to Tenant, and Tenant has agreed to lease
from Landlord, certain parcels of real property and improvements and related
property and interests defined hereinbelow as the "Leased Property" (all
capitalized terms used but not elsewhere defined herein shall have the meaning
provided therefor in Article II hereof).
NOW, THEREFORE, in consideration of the foregoing, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
ARTICLE I
1.1
Leased Property. Upon and subject to the terms and conditions
hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord
all of Landlord's right, title and interest in and to all of the following
(collectively, the "Leased Property"):
(I)
THOSE CERTAIN TRACTS, PIECES AND PARCELS OF LAND, AS MORE
PARTICULARLY DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
(COLLECTIVELY, THE "LAND"), INCLUDING, WITHOUT LIMITATION, THE INTERESTS OF
LANDLORD UNDER THE GROUND LEASE;
(II)
ALL BUILDINGS, STRUCTURES AND OTHER IMPROVEMENTS OF EVERY KIND,
INCLUDING ALLEYWAYS, SIDEWALKS, UTILITY PIPES, CONDUITS AND LINES, PARKING AREAS
AND ROADWAYS APPURTENANT TO SUCH BUILDINGS AND STRUCTURES PRESENTLY OR HEREAFTER
SITUATED UPON THE LAND (COLLECTIVELY, AND TOGETHER WITH THE FIXTURES, THE
"LEASED IMPROVEMENTS");
(III)
ALL EASEMENTS, RIGHTS AND APPURTENANCES RELATING TO THE LAND AND
THE LEASED IMPROVEMENTS;
(IV)
ALL PERMANENTLY AFFIXED EQUIPMENT, MACHINERY, FIXTURES (AS DEFINED
IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEVADA) (INCLUDING
ALL HVAC EQUIPMENT, ELEVATORS, ESCALATORS AND LIGHTING, TOGETHER WITH ALL
EQUIPMENT, PARTS AND SUPPLIES USED TO SERVICE, REPAIR, MAINTAIN AND EQUIP THE
FOREGOING), AND OTHER ITEMS OF REAL AND/OR PERSONAL PROPERTY, INCLUDING ALL
COMPONENTS THEREOF, NOW AND HEREAFTER LOCATED IN, ON OR USED IN CONNECTION WITH,
AND PERMANENTLY AFFIXED TO OR INCORPORATED INTO THE LEASED IMPROVEMENTS,
INCLUDING ALL FURNACES, BOILERS, HEATERS, ELECTRICAL EQUIPMENT, HEATING,
PLUMBING, LIGHTING, VENTILATING, REFRIGERATING, INCINERATION, AIR- AND
WATER-POLLUTION-CONTROL, WASTE-DISPOSAL, AIR-COOLING AND AIR-CONDITIONING
SYSTEMS AND APPARATUS, SPRINKLER SYSTEMS AND FIRE- AND THEFT-PROTECTION
EQUIPMENT, ALL OF WHICH, TO THE GREATEST EXTENT PERMITTED BY LAW, ARE HEREBY
DEEMED
BY THE PARTIES HERETO TO CONSTITUTE REAL ESTATE, TOGETHER WITH ALL REPLACEMENTS,
MODIFICATIONS, ALTERATIONS AND ADDITIONS THERETO (COLLECTIVELY THE "FIXTURES");
AND
(V)
ALL