Exhibit 7.03

PROPCO PLAN SUPPORT AGREEMENT

This PLAN SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of March 24, 2010 by and among the following parties:

(a)           German American Capital Corporation (“GACC”) and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. (“JPM” and together with GACC collectively, the “Mortgage Lenders”) in their capacities as lenders under (i) that certain Amended and Restated Loan and Security Agreement, dated as of March 19, 2008 (the “Mortgage Loan Agreement”), pursuant to which the Mortgage Lenders made loans and other financial accommodations to FCP Propco, LLC (“PropCo”) and (ii) that Amended and Restated Mezzanine Loan and Security Agreement (First Mezzanine), dated as of March 19, 2008 (the “Mezz 1 Loan Agreement”) among FCP Mezzco Borrower I, LLC and GACC and JPM in their capacity as “Lenders” thereunder;

(b)           Deutsche Bank AG (“Deutsche Bank AG”) in its capacity as Party A under an interest rate swap transaction evidenced by that certain Confirmation dated as of November 29, 2007, as further modified by that certain Novation Confirmation dated as of March 5, with PropCo as counterparty;

(c)           ▇▇▇▇▇▇▇▇ Gaming LLC, a Nevada limited liability company (“FG”); and

(d)           ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “FG Principals” and with FG, the “FG Parties”) who are the primary equity investors in FG.

Each party named above is a “Party”, and collectively are referred to as the “Parties”.

RECITALS

WHEREAS, on July 28, 2009, Station Casinos, Inc. (“SCI”), PropCo and certain of their affiliates (collectively, the “Debtors”)(1) commenced voluntary cases under chapter 11 of 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Nevada (the “Bankruptcy Court”);

WHEREAS, SCI and its non-debtor subsidiaries (collectively, the “Station Group”) constitute a gaming entertainment enterprise that owns and/or operates, among other things, gaming properties under the “Station” and “Fiesta” brand names;

WHEREAS, the Station Group operates and owns certain assets associated with: (i) Palace Station Hotel & Casino (“Palace Station”), (ii) Boulder Station Hotel & Casino (“Boulder Station”), (iii) Sunset Station Hotel & Casino (“Sunset Station”), and (iv) Red Rock Casino Resort Spa (“Red Rock”) (collectively, the “PropCo Properties”);

(1)           Debtor GV Ranch Station Inc. commenced its voluntary case under the Bankruptcy Code on February 10, 2010 and is included in the definition of the term Debtors in this Agreement.

WHEREAS, PropCo owns the real property (or, with respect to a portion of Boulder Station, a leasehold interest in the real property pursuant to a ground lease) and improvements associated with the PropCo Properties, and PropCo, as landlord, and SCI, as tenant, entered into that certain Master Lease Agreement, dated as of November 7, 2007 and amended by that certain First Amendment to Master Lease Agreement dated as of March 19, 2008 (collectively, the “Master Lease”), under which SCI leases the PropCo Properties from PropCo;

WHEREAS, PropCo entered into the Mortgage Loan Agreement, with the Mortgage Lenders, pursuant to which the Mortgage Lenders made certain loans and other financial accommodations to PropCo (the “Mortgage Loan”).  The Mortgage Loan and the obligations and liabilities of PropCo under the Mortgage Loan Agreement and the other Loan Documents (as defined in the Mortgage Loan Agreement) are secured by the PropCo Properties, the Master Lease, the rent due under the Master Lease, the cash collateral, certain bank accounts and certain other assets pledged or otherwise encumbered under the Security Instruments, Security Documents or other Loan Documents (as such terms are defined in the Mortgage Loan Agreement) (collectively, the “Collateral”);

WHEREAS, as of the Petition Date, the principal amount of $1,800,000,000, together with accrued and unpaid interest outstanding under the Mortgage Loan Agreement;

WHEREAS: (i) on or about December 11, 2009, the Bankruptcy Court approved the Master Lease Compromise Agreement between SCI and PropCo (the “Compromise”) which, inter alia, provides a “Deferral Period” ending on the lease payment date in March 2010 and permits SCI to pay “Reduced Rent” during such period pending assumption or rejection of the Master Lease; (ii) on March 4, 2010, the Bankruptcy Court entered an order approving a 60-day extension of the Compromise on terms substantially similar to the original Compromise; and (iii) SCI and PropCo have informed the Parties that they intend to enter into and file a stipulation and motion to approve a modified Master Lease Compromise Agreement that shall be in form and substance acceptable to the Mortgage Lenders and shall provide, inter alia, for pre-confirmation transition assistance in aid of, and to facilitate, the transactions contemplated in the PropCo Term Sheet and the Plan (each as defined below) (the “Modified MLCA”);

WHEREAS, the Mortgage Lenders, as PropCo’s senior secured lenders, and FG, as a potential new money investor in and operator of the PropCo Properties, desire to see  PropCo reorganized in a consensual manner and have engaged in extensive, arms’ length negotiations regarding the terms of such a reorganization;

WHEREAS, in light of the interrelationships among SCI, PropCo and their affiliates, the Parties believe that a joint chapter 11 plan for PropCo and SCI is the most efficient and effective means to effectuate a reorganization of PropCo (the “PropCo Reorganization”) concurrently with the consummation of a sale or other disposition by SCI of substantially all of its assets pursuant to a chapter 11 plan on terms yet to be determined but otherwise acceptable to FG and the Mortgage Lenders (the “SCI Sale”);

WHEREAS, the Parties have negotiated a term sheet annexed hereto as Attachment 1 that sets forth the material terms of the PropCo Reorganization (as such term sheet

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may be amended from time to time in accordance with the terms of this Agreement and including all annexes, the “PropCo Term Sheet”);

WHEREAS, the Parties are willing to support the Debtors in filing and seeking to obtain confirmation of a joint chapter 11 plan that incorporates the PropCo Term Sheet and provides for the PropCo Reorganization in parallel with the SCI Sale (such plan of reorganization, the “Plan”),(2) so long as the Plan is amended no later than April 10, 2010 to either:  (a) incorporate the definitive terms of any such SCI Sale (or SCI reorganization), which shall include the sale of the PropCo-related Assets as described below, and such definitive terms are acceptable to the Mortgage Lenders and FG; or (b) provide for an auction or sale process acceptable to the Mortgage Lenders and FG which governs (x) the SCI Sale and (y) the sale or transfer of all assets specified in Annex 8 of the PropCo Term Sheet (the “PropCo-related Assets”) from SCI and/or its non-debtor subsidiaries to New PropCo free and clear of all liens, claims and encumbrances in accordance with the PropCo Term Sheet at a price or pursuant to a process acceptable to the Mortgage Lenders and FG (collectively, the “Sale Process”);

WHEREAS, the Parties have engaged in good faith negotiations with each other and with the objective of reaching an agreement with regard to the Plan and the PropCo Term Sheet;

WHEREAS, each Party has reviewed, or has had the opportunity to review, this Agreement and the PropCo Term Sheet with the assistance of professional legal advisors of its own choosing;

WHEREAS, each Party desires to support the Plan, to the extent consistent with the PropCo Term Sheet; and

WHEREAS, subject to the execution of Definitive Restructuring Documentation, as defined below, and appropriate approvals by the Bankruptcy Court of the Plan and the associated disclosure statement (as the same may be amended pursuant to this Agreement from time to time in accordance with this Agreement, the “Disclosure Statement”), the following sets forth the agreement between the Parties concerning their respective obligations under this Agreement to support the PropCo Reorganization and the Plan.

AGREEMENT

NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.     PropCo Term Sheet and Plan of Reorganization.

The PropCo Term Sheet is incorporated herein by reference and is made part of this Agreement as if fully set forth herein.  The general terms and conditions to be contained in

(2)           Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the PropCo Term Sheet.

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the Plan are set forth in the PropCo Term Sheet; provided, however, that the PropCo Term Sheet is supplemented by the terms and conditions of this Agreement.  In the event of any inconsistencies between the terms of this Agreement and the PropCo Term Sheet, the terms of this Agreement shall govern.

2.     Effectuating the Plan.

To implement the Plan, the Parties have agreed, on the terms and conditions set forth herein, to request that SCI and PropCo use their respective best efforts (i) to effectuate the Plan (as amended in the manner described herein), and without limiting the foregoing, (ii) to take all actions necessary and appropriate to:

(a)           prepare and file the Plan and Disclosure Statement on or prior to March 25, 2010 which incorporates the PropCo Term Sheet, it being understood that (1) the forms of Plan and Disclosure Statement that have been provided to the Mortgage Lenders as of the date of this Agreement and that may initially be filed by the Debtors are not acceptable in all respects to the Mortgage Lenders and remain subject to review and comment by the Mortgage Lenders; and (2) the Plan and Disclosure Statement will be amended by April 10, 2010 in the manner described herein and must be in form and substance acceptable to the Mortgage Lenders and FG;

(b)           negotiate and finalize the Definitive Restructuring Documentation, as defined below, in form and substance acceptable to each of the Parties, on or prior to May 15, 2010 (in respect of certain Definitive Restructuring Documentation indicated on Attachment 2 hereto) and otherwise by the plan supplement deadline specified in the Plan (unless extended by the Mortgage Lenders);

(c)           as applicable, (1) amend the Plan prior to April 10, 2010 so that it is in form and substance acceptable to the Mortgage Lenders in all respects, including to reflect:  (i) the definitive terms of the SCI Sale or any SCI restructuring, which terms must be acceptable to the Mortgage Lenders and FG; or (ii) a Sale Process acceptable to the Mortgage Lenders and FG which governs (x) the SCI Sale and (y) the sale or transfer of all assets specified in Annex 8 of the PropCo Term Sheet from SCI and/or its non-debtor subsidiaries to New PropCo free and clear of all liens, claims and encumbrances in accordance with the PropCo Term Sheet at a price or pursuant to a process acceptable to the Mortgage Lenders and FG, and (2) to prosecute and use their respective best efforts to obtain confirmation of the Plan as amended (including, if necessary, to commence chapter 11 proceedings on behalf of non-debtor subsidiaries in order to effectuate such asset transfers to New PropCo free and clear of all liens, claims and encumbrances);

(d)           move the Bankruptcy Court to enter an order approving the Disclosure Statement (the “Disclosure Statement Order”) as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Rules and, in any event, have the Disclosure Statement Order entered on or prior to May 15, 2010;

(e)           move the Bankruptcy Court by April 10, 2010 to enter an order approving the Sale Process, with such order to be entered on or prior to May 15, 2010; provided,

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however, that, notwithstanding the best efforts of SCI, PropCo and the Parties to obtain confirmation of the Plan and to effectuate such asset transfers to New PropCo in accordance with this Agreement, the PropCo Term Sheet and the Plan as amended as contemplated herein, the unavailability for purchase from SCI or any of its non-Debtor subsidiaries of any PropCo-related Assets not subject to a perfected lien of PropCo or the Mortgage Lenders shall not constitute a basis for FG or the Mortgage Lenders to fail to consummate the PropCo Restructuring as otherwise contemplated herein and in the PropCo Term Sheet;

(f)            move the Bankruptcy Court to confirm the Plan as expeditiously as practicable under the Bankruptcy Code and the Bankruptcy Rules, and, in any event, have the order confirming the Plan entered on or prior to August 31, 2010;

(g)           in advance of confirmation of the Plan, take all actions that are reasonably necessary to obtain requisite gaming and regulatory approvals of the Plan (and the transactions contemplated therein) to be effective upon confirmation of the Plan or as soon as practicable thereafter; and

(h)           consummate the PropCo Reorganization as expeditiously as practicable in accordance with its terms and the terms of this Agreement, and, in any event, ensure that the effective date of the Plan occurs no later than January 31, 2011.

3.     Commitments of the Parties to this Agreement.

(a)           Support of Plan.

As long no Termination Event (as defined in Section 7 below) has occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each Party hereto agrees for itself, that it will:

i.              promptly upon execution of the Agreement, present this Agreement and the PropCo Term Sheet to PropCo and SCI and request that the boards of PropCo and SCI: (a) review the Agreement and PropCo Term Sheet, (b) authorize their respective management and advisors to prepare the Plan, Disclosure Statement and all other necessary and/or appropriate documents (collectively, the “Definitive Restructuring Documentation”)(3) for filing with the Bankruptcy Court, and (c) authorize their respective management and advisors to negotiate the terms of all Definitive Restructuring Documentation with the Parties;

ii.             promptly upon execution of this Agreement, negotiate in good faith to prepare the Definitive Restructuring Documentation, which shall contain provisions consistent with this Agreement and the PropCo Term Sheet and such other provisions as are mutually acceptable to the Parties; provided that all such Definitive

(3)          The Definitive Restructuring Documentation shall include each of the documents listed on Attachment 2 hereto.

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Restructuring Documentation shall be in form and substance satisfactory to each of the Parties, in their respective sole and absolute discretion as determined in accordance with their obligation to negotiate in good faith; and the Parties hereby acknowledge that the PropCo Term Sheet does not contain all material terms in respect of the Definitive Restructuring Documentation and that such terms are subject in all respects to good faith negotiation and agreement by the Parties;

iii.            the FG Parties shall, in advance of confirmation of the Plan, take all actions that are reasonably necessary to obtain requisite gaming and regulatory approvals of the Plan (and the transactions contemplated therein) to be effective upon confirmation of the Plan or as soon as practicable thereafter, provided, however, that the Mortgage Lenders and their affiliates shall be under no obligation to become licensed but will use their best efforts to assist FG and the FG Principals in obtaining requisite gaming and regulatory approvals and will identify and appoint directors, as necessary, in advance of confirmation and in furtherance of the transactions contemplated under the Plan;

iv.            take all actions reasonably necessary to consummate the transactions described in the PropCo Term Sheet and in accordance with the Plan;

v.             from and after the date hereof, not directly or indirectly seek, solicit, support or vote in favor of, as applicable, any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of PropCo or any of its affiliates that could reasonably be expected to prevent, delay or impede solicitation, confirmation or consummation of the Plan or any document filed with the Bankruptcy Court in furtherance of soliciting or confirming the Plan or consummating the transactions contemplated thereby;

vi.            consent to disclosure in the Disclosure Statement and any filings by SCI with the Securities and Exchange Commission of the contents of this Agreement;

vii.           following receipt of the Disclosure Statement and other related solicitation materials and provided that such approved Disclosure Statement does not contain information that (A) was not disclosed to the Mortgage Lenders prior to the execution of this Agreement, or (B) is different than information disclosed to the Mortgage Lenders prior to the voting deadline on the Plan and, in either event, (C) is material to the Mortgage Lenders’ decision to vote in favor of the Plan, each Mortgage Lender agrees to vote all Claims

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that it holds or controls in favor of the Plan by delivering its duly executed and timely completed ballot or ballots accepting the Plan to the balloting agent for the Plan, and each Mortgage Lender agrees that it shall not thereafter withdraw or change such vote so long as the Plan and Disclosure Statement are not modified, except in accordance with this Agreement; and each of the Parties hereby acknowledges that as of the date of this Agreement, to the best of its knowledge, it has received sufficient information to permit such Party to make a fully informed judgment concerning its decision to enter into the PropCo Term Sheet and support the Plan; and

viii.          not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Disclosure Statement, the Plan or any other agreement or transaction that is contemplated by the PropCo Term Sheet or this Agreement.

(b)                   No Limitation on Other Actions.

Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall (i) prevent any Party from taking any action (or refraining from taking any action), or from revoking any vote or consent previously given, at any time following the termination of this Agreement pursuant to Section 7 below, (ii) constitute a waiver, limitation, impairment or restriction on the ability of any Party to protect and preserve all of its rights and remedies under and with respect to such Party’s claims and its full participation in the bankruptcy cases for SCI and its affiliates, to the extent not inconsistent with the terms of this Agreement; (iii) prevent any Mortgage Lender from engaging in discussions or negotiations with third parties regarding contingency planning to protect its interests in the event that the Plan is not confirmed, including, without limitation, taking all steps necessary to develop a back-up transition plan in consultation with a third-party licensed operator and obtaining information from SCI and PropCo in connection therewith as provided in the Compromise or Modified MLCA, as applicable.

(c)                   Transfers of Claims.

Each Mortgage Lender may sell, assign, transfer, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Claims (or any right related thereto and including any voting rights associated with such Claims, provided, that the transferee thereof (i) agrees in writing, prior to such Transfer, to assume the rights and obligations of the selling Party under this Agreement and (ii) promptly delivers such writing to each other Party to this Agreement  (each such transferee becoming, upon the Transfer, a Party hereunder).  Any sale, transfer or assignment of a Claim that does not comply with the procedure set forth in the first sentence of this Subsection 3(c) shall be deemed void ab initio.

(d)                   Representations of the Mortgage Lenders.

Each Mortgage Lender represents, with respect to itself only, that, as of the date hereof:

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i.              it is the owner and/or the investment advisor or manager for the owner of such Claims set forth opposite its name on the signature page hereto (collectively, the “Relevant Claims”);

ii.             it has made no prior assignment, sale, participation, grant, conveyance, or other transfer of, and has not entered into any other agreement to assign, sell, participate, grant, or otherwise transfer, in whole or any part, any portion of its right, title or interest in the Relevant Claims; and

iii.            Except as otherwise set forth on its respective signature page , it has full power to vote the aggregate principal amount of the Relevant Claims in accordance with the terms of this Agreement.

(e)                   Equity Commitment.

FG Principals and FG hereby agree to fund their equity commitment as specified in the PropCo Term Sheet provided that the Plan is confirmed and becomes effective and shall deliver to the Mortgage Lenders an equity commitment letter in form and substance acceptable to the Mortgage Lenders by no later than April 2, 2010 (the “Equity Commitment”).

4.     Mutual Representations, Warranties, and Covenants.

Each Party makes the following representations and warranties, solely with respect to itself, to each of the other Parties:

(a)       Enforceability.

Subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, and except as set forth herein, this Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

(b)       Power and Authority.

Except with respect to actions that require Bankruptcy Court approval, it has all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its respective obligations under, this Agreement and the Plan.

(c)       Authorization.

The execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by all necessary action on its part.

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(d)       No Conflicts.

The execution, delivery and performance of this Agreement does not and shall not: (a) violate any provision of law, rule or regulations applicable to it or any of its subsidiaries; or (b) violate its certificate of incorporation, bylaws or other organizational documents or those of any of its subsidiaries.

5.     No Waiver of Participation and Preservation of Rights.

This Agreement and the Plan are part of a proposed settlement of disputes among the Parties.  Without limiting the foregoing sentence in any way, if the transactions contemplated by this Agreement or otherwise set forth in the Plan are not consummated as provided herein, if a Termination Event occurs, or if this Agreement is otherwise terminated for any reason, the Parties each fully reserve any and all of their respective rights, remedies, claims and interests.

6.     Acknowledgement.

This Agreement and the Plan and the transactions contemplated herein and therein are the product of negotiations between the Parties and their respective representatives.  While the Parties hereby agree to vote for the Plan, this Agreement is not and shall not be deemed to be a solicitation for votes in favor of any chapter 11 plan or for consent to the Plan in contravention of applicable non-bankruptcy law or section 1125(b) of the Bankruptcy Code.  Notwithstanding anything to the contrary contained herein, the acceptance of any Party shall not be solicited until, and any obligation to support confirmation of the Plan is expressly conditioned on, the receipt by such Party of the Plan and a copy of the Disclosure Statement that shall have previously been approved by the Bankruptcy Court, after notice and a hearing, as containing adequate information as required by section 1125 of the Bankruptcy Code.  Notwithstanding the foregoing provisions, nothing in this Agreement shall require any Party to take any action prohibited by the Bankruptcy Code, the Securities Act of 1933 (as amended), the Securities Exchange Act of 1934 (as amended), any rule or regulations promulgated thereunder, or by any other applicable law or regulation or by an order or direction of any court or any state or federal governmental authority.

7.     Termination.

(a)           This Agreement shall expire automatically without any further required action or notice upon the occurrence of any Termination Event, unless the occurrence of such Termination Event is waived in writing by each of the Parties (except where a Termination Event by its terms can be waived solely by the (i) Mortgage Lenders or (ii) FG and FG Principals, in each case, as the adversely affected party, in which circumstance such Termination Event shall be deemed rescinded if waived in writing by such adversely affected party);

(b)   The term “Termination Event,” wherever used in this Agreement, means any of the following events (whatever the reason for such Termination Event and whether it is voluntary or involuntary):

i.              On or prior to March 25, 2010, the boards of directors of PropCo, SCI and each of the other Debtors have not authorized and approved PropCo, SCI and each of the other Debtors, respectively,

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to (a) negotiate, prepare, and file the Plan, Disclosure Statement and all other Definitive Restructuring Documentation (including in respect of the Modified MLCA), or (b) prosecute confirmation of the Plan;

ii.            (A) Any Party shall have breached any material covenant or provision of this Agreement, (B) any non-breaching Party shall have delivered written notice to the other Parties of any such breach and stating that such breach constitutes a Termination Event, and (C) such breach shall have remained uncured by such breaching Party for a period of five (5) business days from the receipt of such notice;

iii.           (A) Any representation or warranty in this Agreement made by a Party shall have been untrue in any material respect when made or shall have become untrue in any material respect, (B) any non-breaching Party shall have delivered written notice to the other Parties of any such breach, and (C) such breach shall have remained uncured by such breaching Party for a period of five (5) business days from the receipt of such notice;

iv.            PropCo and SCI fail to file the Plan and Disclosure Statement with the Bankruptcy Court on or prior to March 25, 2010;

v.             By April 10, 2010, the Plan has not been amended and modified in form and substance acceptable to the Mortgage Lenders and FG in all respects, including to reflect either:  (a) the definitive terms of the SCI Sale or any SCI restructuring, which terms must be acceptable to the Mortgage Lenders and FG and shall include the sale or transfer of the assets specified on Annex 8 to New PropCo as described herein and in the PropCo Term Sheet; or (b) a Sale Process acceptable to the Mortgage Lenders and FG which governs (i) the SCI Sale and (ii) the sale or transfer of all assets specified in Annex 8 of the PropCo Term Sheet from SCI and/or its non-debtor subsidiaries to New PropCo free and clear of all liens, claims and encumbrances in accordance with the PropCo Term Sheet at a price or pursuant to a process acceptable to the Mortgage Lenders and FG; provided, however, that, notwithstanding the best efforts of SCI, PropCo and the Parties to obtain confirmation of the Plan and to effectuate such asset transfers to New PropCo in accordance with clause (b) above, the PropCo Term Sheet and the Plan as amended as contemplated above, the unavailability for purchase from SCI or any of its non-debtor subsidiaries of any PropCo-related Assets not subject to a perfected lien of PropCo or the Mortgage Lenders shall not constitute a basis for FG or the Mortgage Lenders to fail to consummate the PropCo Restructuring as otherwise contemplated herein and in the PropCo Term Sheet;

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vi.            The Parties fail to reach agreement on the final form of all Definitive Restructuring Documentation by May 15, 2010 (in respect of such documentation as specified in Attachment 2 hereto) or otherwise by the plan supplement deadline specified in the Plan (unless extended by the Mortgage Lenders), or any Definitive Restructuring Documentation is filed with the Bankruptcy Court in form and substance not acceptable to the Mortgage Lenders or FG and is not amended to the satisfaction of the dissatisfied party within 5 business days of notice being provided to the Debtors of the unsatisfactory provision(s).

vii.           The Bankruptcy Court has not entered the Disclosure Statement Order on or prior to May 15, 2010;

viii.          If the Plan has been modified to incorporate the Sale Process, the Debtors have not filed a motion to approve the Sale Process on or prior to April 10, 2010, and the Bankruptcy Court has not entered an order approving the Sale Process on or prior to May 15, 2010; provided, however, that, notwithstanding the best efforts of SCI, PropCo and the Parties to obtain confirmation of the Plan and to effectuate such asset transfers to New PropCo in accordance with this Agreement, the PropCo Term Sheet and the Plan as amended as contemplated herein, the unavailability for purchase from SCI or any of its non-debtor subsidiaries of any PropCo-related Assets not subject to a perfected lien of PropCo or the Mortgage Lenders shall not constitute a basis for FG or the Mortgage Lenders to fail to consummate the PropCo Restructuring as otherwise contemplated herein and in the PropCo Term Sheet;

ix.            The Debtors have not commenced the solicitation of votes in favor of the Plan by May 31, 2010;

x.             The Bankruptcy Court has not entered an order confirming the Plan on or prior to August 31, 2010;

xi.            If the Plan is confirmed, (A) the effective date of the Plan shall not have occurred on or prior to January 31, 2011 or (B), at any time prior to such date, any of the conditions to the effectiveness of the Plan are no longer capable of being satisfied;

xii.           The Plan becomes effective;

xiii.          PropCo and SCI file a stipulation and motion to approve any modifications to the MLCA that are not acceptable to the Mortgage Lenders;

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xiv.          Unless waived by the Mortgage Lenders, SCI and PropCo shall not obtain an order approving the Modified MLCA by May 10, 2010, which Modified MLCA and the order approving same shall be in form and substance satisfactory to the Mortgage Lenders;

xv.           Unless waived by the Mortgage Lenders, (A) any failure of SCI to pay rent in full under the Master Lease (as modified pursuant to the Compromise or Modified MLCA, as applicable), (B) any failure by SCI and PropCo to perform all of their obligations under the Compromise or the Modified MLCA (as applicable), (C) rejection of the Master Lease or any other material breach of the Master Lease that would permit or result in termination of the Master Lease, (D) any modifications of the Master Lease (except as contemplated in the Compromise or Modified MLCA, as applicable) are made without the prior written consent of the Mortgage Lenders, or (E) transition commences under the terms of the Compromise or Modified MLCA (as applicable);

xvi.          Unless waived by the Mortgage Lenders, (A) any failure of PropCo to perform all of its obligations under the Final Order Pursuant to 11 U.S.C. Sections 361, 362 and 363 Approving Stipulation for (i) Adequate Protection and (ii) Use of Cash Collateral with Respect to Secured Loans to FCP PropCo, LLC (Docket No. 295) (the “Cash Collateral Order”) entered on September 9, 2009 by the Bankruptcy Court, or (B) the failure of that Cash Collateral Order to remain in effect;

xvii.         Any term or condition of any of the Definitive Restructuring Documentation shall be (whether due to an order of the Bankruptcy Court or otherwise) different than as agreed by the Parties or is inconsistent with the PropCo Term Sheet, and shall remain different for a period of five (5) business days after notice of the difference has been given by one Party to the other Parties;

xviii.        Unless waived by the Mortgage Lenders, the FG Principals shall have revoked their Equity Commitment, or otherwise maintained that such commitment is no longer in full force and effect (other than due to full performance), or such commitment shall have been modified in any manner adverse to the Mortgage Lenders, in each case without the prior written consent of the Mortgage Lenders;

xix.          Any terms or conditions of the PropCo Term Sheet are not satisfied or effectuated in accordance with the terms thereof;

xx.           (A) PropCo or SCI at any time (1) withdraws or revokes the Plan or announces its/their intention not to support the Plan, (2) subject to Section 3(b) of this Agreement, files any plan of reorganization

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or liquidation other than the Plan, or (3) ceases employing their respective best efforts to prosecute and achieve confirmation of the Plan within the timeframes set forth herein, (B) any Party shall have delivered written notice to PropCo, SCI and the other Parties of any such event, and (C) such event shall have remained uncured for a period of five (5) business days;

xxi.           The Bankruptcy Court grants or orders any relief that is inconsistent with the PropCo Term Sheet or any Definitive Restructuring Documentation;

xxii.         (A) Any court of competent jurisdiction or other competent governmental or regulatory authority issues an order making illegal or otherwise restricting, preventing or prohibiting the consummation of, or enjoining any of the Parties from entering into, the transactions contemplated by the Plan or the Definitive Restructuring Documentation, or (B) unless waived by the Mortgage Lenders, the occurrence of any event that could reasonably have a material adverse affect on the ability of the FG Parties (i) to receive the necessary gaming and other licenses and approvals in respect of the transactions contemplated by the Plan or the Definitive Restructuring Documentation or (ii) to manage the PropCo Properties once the Plan becomes effective;

xxiii.        (A) The Chapter 11 Case of PropCo shall have been converted to a case under chapter 7 of the Bankruptcy Code or dismissed, or a chapter 11 trustee with plenary powers, a responsible officer, or an examiner with enlarged powers relating to the operation of the businesses of the Debtors (powers beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) shall be appointed in any of the Chapter 11 Cases, or (B) the Debtors shall have filed a motion or other request for relief seeking any such occurrences described in clause (A);

xxiv.        Unless waived by the Mortgage Lenders, the Mortgage Lenders shall not be satisfied with the results of their due diligence concerning the potential tax consequences attendant to implementation of the Plan; and

xxv.         Unless waived by the Mortgage Lenders, any of the lenders to FCP Mezzco Borrower II, LLC, FCP Mezzco Borrower III, LLC or FCP Mezzco Borrower IV LLC, shall have exercised its option to acquire the Mezzanine I Loans and/or the Mortgage Loans (which exercise requires payment of the outstanding amount thereof plus accrued interest, fees and expenses).

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9.             Miscellaneous Terms.

(a)       Binding Obligation; Assignment.

Binding Obligation.  Subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, this Agreement is a legally valid and binding obligation of the Parties, enforceable in accordance with its terms, and shall inure to the benefit of the Parties and their representatives.  Nothing in this Agreement, express or implied, shall give to any entity, other than the Parties and their respective members, officers, directors, agents, financial advisors, attorneys, employees, partners, Affiliates, successors, assigns, heirs, executors, administrators and representatives, any benefit or any legal or equitable right, remedy or claim under this Agreement.

Assignment.  No rights or obligations of any Party under this Agreement may be assigned or transferred to any other entity except as provided in Section 3(c) hereof.

(b)       FG Capacity.

Nothing in this Agreement shall prevent or limit either of the FG Principals from fulfilling his fiduciary duties to SCI by voting or taking other actions in his capacity as a director or officer of SCI; provided, however, if any such votes or actions result in a breach of any material covenant or provision of this Agreement, then each Mortgage Lender shall have the right to terminate this Agreement pursuant to Section 7(b)(ii) above as its sole and exclusive remedy for such breach.

(c)       Further Assurances.

The Parties agree to execute and deliver such other instruments and perform such acts, in addition to the matters herein specified, as may be reasonably appropriate or necessary, from time to time, to effectuate the agreements and understandings of the Parties, whether the same occurs before or after the date of this Agreement.

(d)       Headings.

The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of and are not intended to govern, limit or aid in the construction or interpretation of any term or provision hereof.

(e)       Governing Law.

THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CHOICE OF LAWS PRINCIPLES THEREOF.  By its execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action, suit or proceeding with respect to any matter under or arising out of or in connection with this Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding, shall be brought exclusively in the

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Bankruptcy Court. By execution and delivery of this Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such action, suit or proceeding.

(f)        Specific Performance.

The Parties hereby acknowledge that the rights of the Parties under this Agreement are unique and that remedies at law for breach or threatened breach of any provision of this Agreement would be inadequate and, in recognition of this fact, agree that, in the event of a breach or threatened breach of the provisions of this Agreement, in addition to any remedies at law, the Parties shall, without posting any bond, be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available and the Parties hereby waive any objection to the imposition of such relief.

(g)       Complete Agreement, Interpretation and Modification.

i.              Complete Agreement.  This Agreement and the PropCo Term Sheet constitute the complete agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements, oral or written, between or among the Parties with respect thereto.

ii.             Interpretation.  This Agreement is the product of negotiation by and among the Parties.  Any Party enforcing or interpreting this Agreement shall interpret it in a neutral manner.  There shall be no presumption concerning whether to interpret this Agreement for or against any Party by reason of that Party having drafted this Agreement, or any portion thereof, or caused it or any portion thereof to be drafted.

iii.            Modification of this Agreement and the Plan.  The Plan and this Agreement (including the PropCo Term Sheet) may only be modified, altered, amended or supplemented, or otherwise deviated from by waiver, consent or otherwise (which waiver or consent with respect to any non material modification to this Agreement or the PropCo Term Sheet shall not be unreasonably withheld, conditioned or delayed by the Parties to this Agreement or the PropCo Term Sheet, as the case may be), by an agreement in writing signed by each Party hereto; provided, however, that the Parties acknowledge that SCI and PropCo may make technical, non-material modifications to the Plan without the consent of the Parties.

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(h)       Effectiveness.

This Agreement shall become effective immediately once each Party hereto has duly executed and delivered a counterpart to this Agreement to each other Party hereto.

(i)        Execution of this Agreement.

This Agreement may be executed and delivered (by facsimile or otherwise) in any number of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement.  Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

(j)        Settlement Discussions.

This Agreement, the Plan and the PropCo Term Sheet are part of a proposed settlement of a dispute between the Parties.  Nothing herein shall be deemed an admission of any kind.  Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than a proceeding to enforce the terms of this Agreement.  None of the Parties hereto shall be liable, on any theory of liability, for any special, indirect, consequential or punitive damages on any claim (whether founded in contact, tort, legal duty or any other theory of liability) arising from or related in any manner to this Agreement or the negotiation, execution, administration, performance, breach, or enforcement of this Agreement or the instruments and agreements evidencing, governing or relating to the Plan contemplated hereby or any amendment thereto or the consummation of, or any failure to consummate, the Plan or any act, omission, breach or wrongful conduct in any manner related thereto.

(k)       Notices.

All notices hereunder shall be deemed given if in writing and delivered, if sent by facsimile, courier or by registered or certified mail (return receipt requested) to the following addresses and facsimile numbers (or at such other addresses or facsimile numbers as shall be specified by like notice):

i.              If to the Mortgage Lenders, to:

German American Capital Corporation

▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. and General Counsel

Tel: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a copy (which shall not constitute notice) to:

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Sidley Austin LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Tel:  ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

-and-

JPMorgan Chase Bank, N.A.

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇

Tel: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a copy (which shall not constitute notice) to:

Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.

▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.

Tel: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

ii.             If to Deutsche Bank AG, to:

Deutsche Bank AG

▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇

with a copy (which shall not constitute notice) to:

Sidley Austin LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn:  ▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

Tel:  ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

iii.            If to FG or the FG Principals, to:

▇▇▇▇▇▇▇▇ Gaming LLC

▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇, ▇▇  ▇▇▇▇▇

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Attn:  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax:

with a copy (which shall not constitute notice) to:

▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attn:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Tel: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

with a courtesy copy to:

Debtors’s Counsel:

Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Tel:  ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

-and-

▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Attn:  ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇

Tel: ▇▇▇-▇▇▇-▇▇▇▇

Fax: ▇▇▇-▇▇▇-▇▇▇▇

Any notice given by delivery, mail or courier shall be effective when received.  Any notice given by facsimile or email shall be effective upon oral or machine confirmation of transmission.

(l)            Time of the Essence.

The Parties agree that time is of the essence with respect to each and every term and provision of this Agreement.

(m)      Mortgage Lenders Capacity

The Parties acknowledge that the terms of this Agreement relating to the rights and obligations of any Mortgage Lender relate solely to such Mortgage Lender’s rights and obligations as a Mortgage Lender or secured party under the Mortgage Loan Agreement and the Mezz 1 Loan Agreement and other Security Instruments, Security Documents or other Loan

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Documents (as defined in either such document) and do not bind such Mortgage Lender or its affiliates (collectively, the “Lender Parties”) with respect to any other indebtedness owed by SCI, PropCo or any affiliate thereof (other than indebtedness owed by any SCI affiliate to PropCo) to any such Lender Party or any affiliate of such Lender Party and that the term “Claims” as used herein shall solely mean the claims that such Lender Party has against PropCo, against Mezz 1 or against any affiliate of PropCo solely to the extent that such rights and claims arise pursuant to the assignments of rights included in the Security Instruments and Security Documents under the Mortgage Loan Agreement or the Mezz 1 Loan Agreement, and such term does not include any claims that any such Lender Party otherwise has against SCI or any other affiliates of SCI.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and year first above written.

[Signature Page Plan Support Agreement]

[Signature Page Plan Support Agreement]

[Signature Page Plan Support Agreement]

[Signature Page Plan Support Agreement]

[Signature Page Plan Support Agreement]

[Signature Page Plan Support Agreement]

Attachment 1

PLAN TERM SHEET

THIS TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN OF REORGANIZATION, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR  SOLICITATION, IF ANY, WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE PROVISIONS OF SECURITIES AND/OR BANKRUPTCY LAWS.  THIS TERM SHEET IS A DRAFT FOR DISCUSSION PURPOSES ONLY AND DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH THE RESTRUCTURING (AS DEFINED HEREIN) AND IS SUBJECT TO THE COMPLETION AND EXECUTION OF DEFINITIVE DOCUMENTATION ACCEPTABLE TO THE PARTIES AND THE RECEIPT BY THE MORTGAGE LENDERS OF CREDIT AND OTHER INTERNAL APPROVALS.

STATION CASINOS, INC.

FCP PROPCO, LLC

RESTRUCTURING TERM SHEET

MARCH 24, 2010

This term sheet (the “Term Sheet”) outlines a proposed restructuring transaction (as further defined below, the “Restructuring”) for Station Casinos, Inc. and certain of its subsidiaries and FCP PropCo, LLC to be implemented pursuant to a joint plan of reorganization (the “Plan”) under chapter 11 of the United States Bankruptcy Code, 11 U.S.C. §§ 101-1532 (the “Bankruptcy Code”) and certain related transactions.  Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Bankruptcy Code.  This Term Sheet does not include a description of all of the terms, conditions and other provisions that are to be contained in the definitive documentation governing the Restructuring, which remain subject to discussion and negotiation.

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3

4

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(1)                                 The Co-Investment Agreement shall provide that all allocations of governance authority and voting rights between FG equity holders and non-FG equity holders shall, following any such issuance under this subclause (v) remain the same as before such issuance for all purposes, regardless of who purchases such subclause (v) issuance or the size of such purchase. 

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(cont’d from previous page)

(2)           By way of example, based on a $200mm plan of reorganization value for standalone Propco, if $50mm of additional equity contributions is invested in New Propco, the 4.375% would be reduced to 3.5%. 

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(3)           Calculated using a negotiated management discount to a $200 million POR equity value.

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ANNEX 1

OPCO DEBTORS

Station Casinos, Inc.

River Central, LLC

Tropicana Station, LLC

FCP Holding, Inc.

FCP Voteco, LLC

▇▇▇▇▇▇▇▇ Partners LLC

Northern NV Acquisitions, LLC

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ANNEX 2

CERTAIN DEBT TERMS

MORTGAGE LOAN FACILITIES

·                  $1,600 million term loan (“Term Facility”) and $100 million revolving credit facility (Revolving Credit Facility”), with a sub-limit of $60 million available for use in connection with acquisitions in the Las Vegas Local Market, collectively referred to as the “Mortgage Loan Facilities”

·                  Cash Interest Rate:  L+300bps for first three years; L+350bps for years 4 and 5; pricing increases in years 6 and 7 upon Maturity Extension described below; no LIBOR floor

·                  Mortgage Loan Facilities mature 5 years after date of emergence, subject to two one-year extension options (i.e., years 6 and 7) to be available subject to absence of default, payment of 1% extension fee for each year, a step-up in interest rate to L+450 (in year 6) and L+550 (in year 7) and pro forma compliance with a total leverage test to be determined (in year 7) (each, a “Maturity Extension”)

·                  Year 1 to commence on Effective Date, with each following year based upon related Effective Date anniversary

·                  Future interest rate protection for Mortgage Loan Facilities to be determined

·                  Excess Cash Flow Sweep of 75% to be applied as permanent repayment/amortization to the Term Facility, with step-downs tied to a leverage grid to be determined

·                  Any retained Excess Cash Flow will be available for permitted investments, capital expenditures and other permitted general corporate purposes and to make or reserve for tax distributions, if applicable (but in no event will  dividends be permitted to be made to shareholders of New Propco or other persons outside the permitted Borrower group).

·                  No scheduled minimum amortization of Mortgage Loan Facilities prior to final stated maturity (i.e., only required amortization is pursuant to Excess Cash Flow Sweep as described above)

·                  Mortgage Loan Facilities to be secured by a pledge of New Propco equity (including equity held by Holdco and Voteco in New Propco), together with all tangible and intangible assets of New Propco and its subsidiaries (other than Land Loan Collateral), including but not limited to all real property, FF&E, IP, IT, equity interests (including any direct or indirect equity interests in Opco that may be acquired by New Propco) and cash (including retained Excess Cash Flow) owned or held by such entities.

·                  Priority of Revolving Credit Facility vis a vis Term Facility to be determined by Mortgage Lenders.  Mortgage Lenders reserve the right to create up to 4 tranches and sub-tranches in the aggregate, including senior and subordinated sub-tranches within the Mortgage Loan Facilities, provided that no tranche  may be less than $250mm.  The foregoing limitation on the number of tranches shall not limit the rights of the lenders to assign or participate pari-passu interests in any tranche.

·                  Unused, letter of credit and other customary fees with respect to Revolving Credit Facility to be agreed

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·                  Financial covenants TBD, with a 1.5-year holiday and covenant levels for year 2 (after holiday expiration) and thereafter to be set with a 25% cushion to a business plan acceptable to the Mortgage Lenders

·                  Affirmative and negative covenants TBD but in any event to include limitations on (i) liens, (ii) indebtedness, (iii) mergers and consolidations, (iv) sales and transfers of assets, (v) loans, acquisitions and other investments (including joint ventures and project developments), (vi) management contracts, material leases and renewals, modifications and extensions thereof, (vii) dividends to, and redemptions from, equity holders, (viii) transactions with affiliates, (ix) changes in nature of business, (x) restrictions on distributions, advances and asset transfers by subsidiaries and (xi) capital expenditures.

·                  The new loan documents will provide that, following default, New Propco and FG will provide full transition services under documentation satisfactory to Mortgage Lenders to the Mortgage Lenders and their designees.

LAND LOAN

·                  Approximately $250 million term loan (net outstanding after application of interest reserve to principal, addition of swap claim after conversion to principal and addition of accrued interest) to Landco

·                  Landco will be owned by a subsidiary of New Propco (“Landco Holdco”) that pledges its equity in Landco as security for the Land Loan; New Propco will pledge its equity in Landco Holdco as security for the Mortgage Loan Facilities

·                  Non-recourse to New Propco and its other subsidiaries, except as set forth below.

·                  PIK Interest Rate:  L+350bps for initial five year term; cash pay interest and pricing increases in years 6 and 7 upon Maturity Extension described below; no LIBOR floor

·                  Land Loan matures 5 years after date of emergence, subject to two one-year extension options (i.e., years 6 and 7) to be available subject to absence of default, payment of 1% extension fee for each year, a step-up in interest rate to L+450 (in year 6) and L+550 (in year 7), cash pay interest (no further PIK) in years 6 and 7, and extension under (and absence of default under) Mortgage Loan Facilities (each, a “Maturity Extension”)

·                  Year 1 to commence on Effective Date, with each following year based upon related Effective Date anniversary

·                  New Propco will be responsible for and enter into a limited support agreement in respect of (i) any Landco net operating costs, provided that any agreement by New Propco to support payment of  rent under the Wild Wild West ground lease or option prices under the ground lease option or other options shall be subject to the next sentence, and (ii) customary non-recourse carve-out obligations consistent with the terms of the current non-recourse guarantees relating to the Land Loan (excluding there from any direct or indirect interest payment guaranty).  Any agreement by New Propco to provide limited support for obligations of Landco or any subsidiary of Landco for payment of rent and other obligations under the Wild Wild West ground lease shall exclude any liability for (i) option prices thereunder or other options, none of which options shall be exercised unless approved by the Mortgage Lenders or (ii) any accelerated rent or damages payable by reason of a default under the ground lease.

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·                  Land Loan secured by all tangible and intangible assets of Landco, consisting of the Cactus property and Wild Wild West assemblage, and by equity pledge of all ownership interests in Landco.  If acquired by the Land Loan Borrower or a subsidiary thereof,  the additional Wild Wild West assets described in the Term Sheet will each be added to the collateral for the  Land Loan.

·                  Customary affirmative and negative covenants, including no dividends by Landco without the consent of the Mortgage Lenders.

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ANNEX 3

WARRANT TERMS

(4)          By way of example, based on a $200mm plan of reorganization value for standalone Propco, if $50mm of additional equity contributions are made, the 2.5% would be reduced to 2% for a total of 4%.

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ANNEX 4

▇▇▇▇▇▇▇▇ GAMING MANAGEMENT FEE AND EXPENSE REIMBURSEMENT

COMPENSATION OF THE MANAGER.

(1) BASE MANAGEMENT FEE.  New Propco shall pay FG a “Base Management Fee” equal to two percent (2%) of New Propco’s Gross Revenues for the applicable period. The Base Management Fee for each fiscal year will be paid in monthly installments in arrears immediately following the delivery of New Propco’s financial statements for each fiscal month. After the delivery of New Propco’s audited financial statements for each fiscal year, appropriate adjustments shall be made for any overpayment or underpayment of Base Management Fees during such fiscal year on the next monthly installment of Base Management Fees due.

(2) INCENTIVE MANAGEMENT FEE.  In addition to the Base Management Fee, New Propco shall pay FG an “Incentive Management Fee” in an amount equal to 5.0% of New Propco’s EBITDA for the applicable Fiscal Year  (or partial fiscal year in the first year of management) to the extent such EBITDA is positive; provided that if EBITDA is negative in any Fiscal Year or partial period, such deficit shall be carried forward and no Incentive Management Fee shall be earned for any period thereafter unless and until, and only to the extent that, cumulative positive EBITDA for such subsequent periods is greater than the amount of cumulative negative EBITDA.  Five percent (5%) of New Propco’s monthly EBITDA shall be paid monthly in arrears immediately following delivery of New Propco’s financial statements for each fiscal month as a partial payment on the annual Incentive Management Fee. After the delivery of New Propco’s audited financial statements for each fiscal year, appropriate adjustments shall be made for any overpayment or underpayment of the Incentive Management during such fiscal year on the next monthly installment of Incentive Management Fees due.

(3) EXPENSE REIMBURSEMENT.  FG and the Mortgage Lenders will negotiate in good faith to determine and reflect in the definitive documentation for the management agreement the appropriate allocation of any expenses between FG and New Propco (and the overhead offsets referred to in (4) below); subject to and except for such FG allocations/offsets, New Propco shall be responsible for all operating costs of New Propco, if any, incurred by FG on behalf of New Propco in accordance with the terms and provisions of the management agreement, and will reimburse all such operating costs of New Propco incurred by FG on behalf of New Propco.  New Propco shall not be responsible for (i) the salaries, compensation, bonuses or other employment benefits of FG executives and employees or (ii) any corporate overhead of FG.

(4) OVERHEAD ALLOCATION.  FG and the Mortgage Lenders agree to negotiate in good faith to determine, and reflect in the definitive documentation for the New PropCo management agreement, the appropriate allocation of corporate overhead and expenses between FG and New PropCo, and any relevant offsets against management fees otherwise payable to FG under such management agreement.  The methodology and allocations will be determined by FG and the Mortgage Lenders in the definitive documentation, subject to input from outside accountants, to be generally consistent in relative allocation (though not necessarily as to allocation categories and type) between current unallocated corporate overhead and expenses and allocated corporate overhead and expenses, and will involve, among other factors (FG allocations to be paid directly or by means of offset against management fees if paid by New PropCo):

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(a)           Allocation of functions and associated personnel to be the responsibility of FG, with allocation of cost and expense to FG, with specific functions and personnel types to be detailed, such as CEO, COO, VP of Operations, HR, IT, Slots, and Marketing and associated support personnel;

(b)           corporate headquarters space rental and other costs and expenses for FG operations and personnel, including that necessary for the above functions and FG’s performance under the management agreement, allocated to FG;

(c)           allocation during the term of the management agreement, with monitoring and approval of allocations in the budget process solely by the OH Directors contemplated under Annex 7 (as a distinct required budget approval component, modifying the otherwise applicable budget provisions contemplated under Annex 7)  and monitoring to be handled by the non-FG officers referred to in Annex 7;

(d)           concurrently with the delivery of the initial annual budget and for the initial two Fiscal Years under the Management Agreement, FG and the PropCo Plan Recipients will agree upon a budget setting forth the pro forma Gross Revenues (“Initial Gross Revenues Budget”) and budgeted pro forma corporate overhead and expenses to be borne by the Properties which shall be consistent with the principle set forth above (the “Initial Corporate Overhead Budget”), and in the event that for either the first or second Fiscal Year the actual corporate overhead and expenses borne by Propco (“Actual Corporate Overhead”) for the Fiscal Year exceeds (such excess, if any, the “Corporate Overhead Excess”) the product of (1) Initial Corporate Overhead Budget for the first Fiscal Year and (2) the greater of (x) 1.0, (y) a fraction the numerator of which is actual Gross Revenues for such Fiscal Year and the denominator of which is the Initial Gross Revenues Budget for the first Fiscal Year or (z) for the second Fiscal Year, the CPI increase for such year, then 35% of such Corporate Overhead Excess for such Fiscal Year shall be deducted from the management fees otherwise payable to the Manager under the Management Agreement; and

(e)           if Corporate Overhead Excess occurs during the first two Fiscal Years, it is acknowledged that the initial allocations of corporate overhead between New PropCo and FG in the management agreement were incorrect and the allocation of corporate overhead will be readjusted for future Fiscal Years to increase the direct corporate overhead responsibilities and associated costs and expenses of FG and/or to offset a portion of New PropCo corporate overhead against management fees otherwise payable to FG, in each case in amount, kind and type so as to ensure the result in the intended effect of the initial allocations, the provisions for such adjustments to be determined as part of the definitive documentation with input from outside accountants.

As part of the due diligence and definitive documentation under the Term Sheet, including the Management Agreement, the staffing and structure of FG shall be adequate to ensure FG’s ability to perform its duties as described in this Term Sheet.

Capitalized terms used in this Annex 4 have the following meanings:

“EBITDA” for any period means New Propco’s net income for such period (after deduction of the Base Management Fee for such period but prior to any deduction of the Incentive Management Fee for such period), in accordance with GAAP consistently applied, with additions, subtractions and other adjustments (and the definition of EBITDA generally) to be determined in the definitive documentation, and modified in the definitive documentation, subject to input from outside accountants, to be generally consistent with Opco’s historical methods for calculating EBITDA with respect to the Properties (as defined in Annex 5) as modified to include all expenses borne by New Propco on a consolidated basis.

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“FURNITURE, FIXTURES AND EQUIPMENT” means (for purposes of this compensation definition only) all furniture, fixtures and equipment reasonably required for the operation of the Properties,  including but not limited to office furniture, computer and communications systems, specialized hotel equipment necessary for the operation of the Properties, food and beverage equipment, laundries and recreational facilities.  Such items also shall include specialized casino equipment, including cashier, money sorting and money counting equipment, slot machines, table games, video gaming equipment, and other similar gaming equipment as well as surveillance equipment.

“GROSS REVENUES” means all cash revenues and income (excluding interest income) of any kind derived from the use or operation of the Properties determined in accordance with GAAP consistently applied, including without limitation, “gross revenues” from gaming activities  as calculated pursuant to NRS 463.0161 and 463.3715 and without duplication,  income from rental of guest rooms; income from food and beverage sales; income from entertainment programs and merchandise sales; telephone, telegraph and telex revenues; rental or other payments from lessees, sublessees and concessionaires and others occupying space or rendering services at the Properties (but not (A) reimbursements for utilities, taxes or similar matters, or (B) the gross receipts of such lessees, sublessees or concessionaires except to the extent the same is part of such rental payments); income from vending machines; health club fees; and the actual cash proceeds of business interruption or similar insurance and of temporary condemnation awards after deducting necessary expenses in connection with the adjustment or collection of such proceeds; excluding, however, to the extent included in cash revenues and income of any kind derived from the use or operation of the Properties and without duplication, (i) any proceeds from the sale, financing or refinancing or other disposition of the Properties or substantially all of the assets of New Propco, (ii) any proceeds from the sale, financing, refinancing or other disposition of Furniture, Fixtures and Equipment or other capital assets; (iii) proceeds of any fire, extended coverage or other insurance policies (excluding any proceeds of business interruption or similar insurance); (iv) condemnation (other than temporary) awards and other amounts received by New Propco in lieu of condemnation; (v) any refunds, rebates, discounts and credits of a similar nature given, paid or returned in the course of obtaining Gross Revenues or components thereof, other than complementaries provided to patrons of the Properties in the ordinary course of business and consistent with the annual plan and operating budget; (vi) gratuities or service charges or other similar receipts which New Propco or FG pays to employees or others; (vii) excise, sales, gross receipts, admission, entertainment, tourist, use or similar taxes or charges collected from patrons or guests or as part of the sale price for goods, services or entertainment, other than taxes imposed on gaming revenues; (viii) any sum and credits received for lost or damaged merchandise; (ix) credit card processing fees and costs; and (x) bad debts; provided, that the foregoing definition of Gross Revenues may be modified in the definitive documentation, subject to input from outside accountants.

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ANNEX 5 (MANAGEMENT AGREEMENT)

TO

STATION CASINOS, INC.

FCP PROPCO, LLC

RESTRUCTURING TERM SHEET

This Annex 5 (this “Annex”) to the Station Casinos, Inc. FCP PropCo, LLC Restructuring Term Sheet (the “Term Sheet”) outlines certain terms contemplated for the management agreement to be entered into between New Propco and FG following the proposed restructuring described in the Term Sheet.  This Annex does not include a description of all of the terms, conditions and provisions that are to be contained in the definitive management agreement, or a full discussion of the terms specified below, all of which remain subject to discussion, negotiation and mutual agreement of FG and the Propco Plan Participants.  Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Term Sheet.  Certain provisions relating to the management agreement and FG are outlined in the Term Sheet and Annex 4 and not repeated in this Annex.

PROPOSED TERMS FOR MANAGEMENT AGREEMENT

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ANNEX 6

STRATEGIC BUYERS

The following is the list of “strategic buyers” (each herein referred to as a “Strategic Buyer” and collectively as “Strategic Buyers”):

Wynn Resorts, Limited;

Las Vegas Sands Corporation;

MGM Mirage, Inc.;

Harrah’s Entertainment, Inc.;

▇▇▇▇ Gaming Corporation;

Penn National Gaming Inc.;

Pinnacle Entertainment, Inc.;

Ameristar Casinos, Inc.;

Isle of Capri Casinos, Inc.;

Cannery Casino Resorts , LLC;

Peninsula Gaming, LLC;

Tropicana Las Vegas Hotel and Casino, Inc.;

Tropicana Entertainment Inc.;

American Casino & Entertainment Properties, LLC;

Midwest Gaming and Entertainment, LLC;

Each successor by merger or by acquisition of all or substantially all the assets of any of the entities identified above;

Each entity that, at the time of the proposed transfer of equity to such entity, owns a locals casino/hotel property with at least 100 slot machines located within the Las Vegas Locals Market (as defined in the Term Sheet to which this Annex is attached);

Each wholly-owned subsidiary of any of the entities identified above;

provided, however, for the avoidance of doubt, that no investor or stockholder in or member of any of the entities identified above (regardless of the control or percentage held) shall constitute a Strategic Buyer unless specifically identified as a Strategic Buyer in the list above (by way of example, but not by way of limitation of the foregoing, Apollo, TPG, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Oaktree, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ shall not constitute Strategic Buyers).

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ANNEX 7

GOVERNANCE ISSUES OUTLINE

The following outlines certain governance provisions with respect to a New Propco structure (for purposes of this Annex 7 and Exhibit A hereto, the term “Propco” shall mean New Propco).

Propco to Hold Licenses.  Propco would obtain a gaming license and hold the other licenses necessary to operate the properties.  FG would obtain a gaming license and other licenses necessary to manage the properties.

Unit Classes; Holdco Registered under the ‘34 Act.  The equity of Propco would be held by a holding company (“Holdco”).  Each of Propco and Holdco will have two classes of units (“Units”).  In the case of PropCo, voting Units with minimal economic rights would be held through a limited liability company (“Voteco”) owned 50% by persons designated by FG (the “FG Voteco Equityholders”) and 50% by persons designated by DB (33.3%) and its assigns and JPMorgan (16.7%) and its assigns (“Other Voteco Equityholders”) and nonvoting Units with virtually all of the economic rights would be held by Holdco.  Holdco would also have voting Units, to be held by FG and the Propco Plan Recipients, and nonvoting Units to be held by other equityholders of Holdco, to be issued upon exercise of the warrants and/or to be issued in the event of a 20% equity offering within six months of confirmation as contemplated in the Term Sheet.  FG and the Propco Plan Recipients may elect to hold a portion of their interest as non-voting interest.  The voting interests in Propco would be registered under the Securities Exchange Act of 1934 (the “’34 Act”), so that Propco will be subject to the reporting requirements of the ‘34 Act.

Holdco Equity Holdings  The equitized Mortgage Lenders shall hold a 50% interest (together with their successors and assigns, other than FG or its affiliates, the “Other Holders”) in the Holdco equity, less any portion sold to third parties in settlement of disputes, and ▇▇▇▇▇▇▇▇ Gaming (together with its affiliates, “FG”) shall hold a 50% interest in the Holdco equity less the portion, if any, of such equity sold by FG at closing in potential settlement of disputes, (as adjusted if necessary to reflect additional equity contributions in Holdco or New Propco) as described in the Term Sheet under “Assignments by Propco Plan Recipients”.  For the avoidance of doubt, persons that acquire Units from FG or any of its affiliates in connection with the settlement of disputes as described above or otherwise (other than the Propco Plan Recipients) are not considered Other Holders with respect to such Units.

Board of Directors.  Propco and Holdco would each have a board of directors (“Board”) with eight votes and up to eight members, each to be elected annually, consisting of the following: (a) 

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up to three directors (the “FG Directors”) designated by FG (in the case of Holdco) and the FG Voteco Equityholders (in the case of Propco) (with three votes in the aggregate for all FG Directors, divided in a manner specified by FG or the FG Voteco Equityholders as applicable), (b) up to two directors named by DB and any assigns of DB’s voting Units (in the case of Holdco) and by the Other Voteco Equityholder(s) designated by DB and any such assigns (in the case of Propco) (in each case with an aggregate of two votes divided in a manner specified by DB or the Other Voteco Equityholders designated by DB, as applicable) and one director designated by JPMorgan and any assigns of its voting Units (in the case of Holdco) and the Other Voteco Equityholder designated by JPMorgan and such assigns (in the case of Propco) (having one vote); (such directors, together with any subsequent directors designated by the Other Holders and/or the Other Voteco Equityholders, as determined in accordance with the definitive documentation, collectively, the “OH Directors,”(5) having an aggregate of three votes), and (c) two independent directors (with one vote each) nominated by the FG Directors subject to (i) meeting the requirements of being independent directors with respect to Holdco, Propco and FG within the independence rules of the New York Stock Exchange (“Independent Directors”) and (ii) being approved by the OH Directors, which approval will not be unreasonably withheld.  The directors of each Board will be the same.  The board of directors of Voteco will be constituted the same as each of the Boards.  The board of directors of each subsidiary of Propco would have the same members as the Board of Propco.  The definitive documents will specify the rights and obligations of the Other Holders with respect to the designation of Other Voteco Equityholders in the event that JPMorgan and/or DB assign their equity interests subsequent to closing and the manner in which the votes to designate Other Voteco Equityholders will be calculated.

Major Decisions.  Certain Major Decisions (as described in Exhibit A hereto) would require the affirmative vote of both a majority of the FG Directors and a majority of the OH Directors, except as otherwise provided in Exhibit A, and except that the actions contemplated by clause (xiv) of Exhibit A (i.e., those relating to bankruptcy, insolvency, etc.) would require the consent of all such directors and each of the Other Voteco Equityholders.

Management Agreement.  Any decision by Holdco or Propco to amend, extend, renew or terminate the Management Agreement or any noncompetition agreement or other agreement between Holdco or Propco, on the one hand, and FG, on the other hand, contemplated under the Term Sheet (or to grant any waiver or consent or to take any enforcement action by Holdco or Propco with respect to any such agreement) or to select any replacement management company (and terms of any replacement management agreement and any amendments thereto) may only be made by a majority vote of the OH Directors; provided, that with respect to the selection of a replacement management company (and terms of any replacement management agreement and any amendments thereto): (i) from and after the date the Management Agreement is terminated until a new replacement  manager is selected, FG must continue to provide management services

(5)          Only the holders of Holdco or Voteco voting Units would have the rights to designate Directors, so that any issuance of additional non-voting Units up to 20% of Holdco total equity, as described in the Term Sheet, would have no impact on the right to appoint Directors.

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at no cost to Propco or Holdco (other than the continued reimbursement of expenses to FG as previously provided under the management agreement); (ii) a majority of the FG Directors and a majority of  the OH Directors would each have the right to propose a replacement management company within 90 days of the date that Holdco or Propco decides to terminate the Management Agreement, provided, that (A) no such proposed replacement management company of the FG Directors may be an affiliate of FG and (B) no such proposed replacement management company of the OH Directors may be an affiliate of any Other Holder owning 10% or more of Holdco, (iii) if the FG Directors have not proposed an alternative replacement manager in that time period, then the replacement will be as selected by the OH Directors; (iv) if the FG Directors have proposed an alternative within the 90-day period and do not approve the replacement management company proposed by the OH Directors (it being understood that such approval may not be unreasonably withheld) and the OH Directors do not approve the replacement management company proposed by the FG Directors (which approval also may not be unreasonably withheld), the choice of replacement management company would be made through “baseball-type” arbitration in which the arbitrators would choose from between the two companies proposed by the OH Directors and the FG Directors, respectively; provided further that if the gaming licenses held by FG and its Affiliates are revoked, suspended or otherwise terminated so that FG cannot continue to operate the Propco casinos, then a majority of the OH Directors will have a unilateral right to appoint an interim manager pending the selection of a replacement management company as per the above procedure.

Officers.  Officers will be elected annually by the Board with an initial slate to be agreed by FG and the Other Holders.  It is contemplated that all or substantially all of the officers would be FG employees so long as a ▇▇▇▇▇▇▇▇ Affiliate remains the management company.  Notwithstanding the foregoing, a majority of the non-FG directors shall have the right to elect, remove and determine the compensation and staffing support of at least one officer with responsibility over internal audit and monitoring and administration of the Management Agreement.

Registration Rights.  The Other Holders and FG would have pro rata demand and piggyback registration rights.  The piggyback rights would apply in the case of the initial public offering and any subsequent offering, and the demand rights would not apply until 4.5 years following the Effective Date.  The support of FG, the holders of a majority of the voting Units held by the Other Holders or a majority of the OH Directors would be required for a demand registration in connection with the initial public offering.  The initial public offering would need to be for at least 15% of Holdco, after giving effect to the offering.  In connection with the initial public offering, FG, the holders of a majority of the voting Units held by the Other Holders or a majority of the OH Directors would have the right to require Holdco to sell up to 15% of the Units to be outstanding giving effect to the offering (the “Primary Shares”), and the shares sought to be sold by selling shareholders would be reduced to the extent deemed necessary by the managing underwriters so that Holdco could sell such Primary Shares up to the level so required.

Transfer of Equity; First Refusal, Tag-Along and Drag-Along Rights.  Except in the case of transfers pursuant to bona fide public offerings, certain transfers to ▇▇▇▇▇▇▇▇ Family Entities for estate planning purposes, grants or similar transfers by FG to officers, directors or employees for compensation purposes or transfers by Other Holders to affiliates (affiliate status being measured by a more than 50%

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test), transfers of equity would be subject to (a) a restriction on transfer expiring six months after the Effective Date, (b) rights of first refusal (as outlined in the Term Sheet) and (c) tag-along rights of the holders of Units.  Holdco or Propco, as applicable, would cooperate in connection with sales by providing the opportunity for purchasers in private transactions who enter into a confidentiality agreement with Holdco or Propco in a form reasonably acceptable to Holdco or Propco, as applicable and for underwriters in public sales, in each case, to conduct customary and reasonable due diligence, including reasonable access to personnel, accountants, auditors, counsel, properties and information of Holdco and its subsidiaries. In addition, all holders of Units would be required to participate on a pro rata basis in a sale transaction of Units approved by the holders of at least two-thirds of the outstanding voting Units (including the approval of the holders of a majority of the Units held by FG and a majority of the voting Units held by the Other Holders).  The procedures for the right of first refusal will be set forth in the definitive agreements and will provide that each holder of at least 2% of the outstanding equity of New Propco (“Non-Transferring Holder”) would, except as described above, have a right to purchase any New Propco equity proposed to be sold by a holder of New Propco equity (the “Selling Holder”).  The purchase price per Unit would be the same as the price per Unit of such proposed sale.   Any holder exercising such right must provide notice of such exercise no later than 30 days after receipt of notice from the Selling Holder of such proposed sale.  Any purchase will be subject to pro ration if more than one holder exercises the right and the aggregate number of Units to be purchased  exceeds the number of Units proposed to be sold.  The Selling Holder may, at the end of such thirty day period, sell all (but not less than all) of the Units proposed to be so sold with respect to which the right of first of first refusal was not exercised.  Such sale must be at a price per Unit no less than 95% of the price per Unit set forth in the notice of proposed sale from the Selling Holder.

Access; Compliance.  Each Other Holder that, together with its affiliates, holds 10% or more of the outstanding Units (or 5% or more of such units if for some reason Holdco does not remain a public reporting company) and enters into a confidentiality agreement with Holdco in a form reasonably acceptable to Holdco, and its representatives, auditors and regulators, will have access to personnel, accountants, auditors, counsel, properties and information of Holdco and its subsidiaries, including the right to inspect (or, in the case of Deutsche Bank and its affiliates, to audit) their books, records, business operations, internal controls and policies and the right to receive requested information from them.  Holdco and its subsidiaries will institute compliance procedures satisfactory to the Other Holders relating to gaming and other regulations relating to their business as well as such bank holding company or other regulations that may be applicable to them as a result of the ownership interests held by the Other Holders.  Other Holders owning specified percentages of equity also shall have the right to participate in material regulatory proceedings relating to Holdco and its subsidiaries.

Termination of Rights.  Upon a bona fide initial public offering of at least 15% of the Units in Holdco (giving effect to the offering), the special rights of the members (including rights relating to Board appointment, major decision approvals and transfer restrictions), other than registration rights, would terminate, and Holdco would have corporate governance provisions customary for public companies as further specified in the definitive documentation (including compliance with applicable stock exchange requirements without giving effect to an “Controlled Company” or similar exceptions), subject to applicable gaming requirements.  As part of such an initial public offering, the Board would be reconstituted to consist of eight members, the initial members of which would be two FG Directors, two OH Directors elected by majority vote of the Other Voteco Equityholders, two Independent Directors nominated by the FG Directors, subject to

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approval of the OH Directors (which approval shall not be unreasonably withheld), and two Independent Directors nominated by the OH Directors (subject to approval of the FG Directors (such approval not to be unreasonably withheld)).

Notwithstanding the foregoing:

(i) on and following the time at which FG and its affiliates collectively own more than 90% of the equity of Holdco (85% if none of Deutsche Bank and JPMorgan then own equity in Holdco), then (A) the Other Voteco Equityholders and the Other Holders shall no longer have rights to appoint members of the board of directors of Voteco, Holdco, Propco or any of their subsidiaries, (B) the Other Voteco Equityholders shall forfeit their equity in Voteco and the Other Holders will no longer have the right to appoint equityholders of Voteco, (C) the OH Directors shall cease to have approval rights over Major Decisions, and (D) unless otherwise agreed to by the FG Voteco Equityholders, the Other Holders and the Other Voteco Equityholders shall cause each OH Director to resign as director from Voteco, Holdco, Propco and each of their subsidiaries; and

(ii) on and following the time at which the holders of Units (excluding any ▇▇▇▇▇▇▇▇ Affiliates) collectively own more than 90% of the equity of Holdco (85% if neither FG or any Affiliate of FG then owns equity in Holdco) then (A) FG and the FG Voteco Equityholders shall no longer have rights to appoint members of the board of directors of Voteco, Holdco, Propco or any of their subsidiaries, (B) the FG Voteco Equityholders shall forfeit their equity in Voteco and FG will no longer have the right to appoint equityholders of Voteco, (C) the FG Directors shall cease to have approval rights over Major Decisions, and (D) unless otherwise agreed to by the Other Voteco Equityholders, FG and the FG Voteco Equityholders shall cause each FG Director to resign as director from Voteco, Holdco, Propco and each of their subsidiaries.

Preemptive Rights.  FG and the Other Holders would have customary preemptive rights with respect to issuances of equity, or warrants, convertible or exchangeable securities or other rights to acquire, equity.

Amendments and Waivers.  Amending, repealing, altering or waiving any of the organizational documents of Holdco or Propco shall require the approval of FG and the holders of a majority of the voting Units held by the Other Holders; provided, that any such action that could reasonably be expected to materially and adversely affect the rights of the Other Holders shall require the approval of the holders of at least two-thirds of the Units held by the Other Holders; provided, further, however, that any such action that could reasonably be expected to have a  disproportionate material adverse effect on any Other Holder shall require the written consent of the Other Holder so affected.

Colony Proxy Holder.  The FG Directors shall deliver a proxy (the “Colony Proxy”) to an employee or member of Colony Capital licensed by all applicable regulatory authorities (a “Colony Proxy Holder”) which Colony Proxy will have the following terms:

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(i) the Colony Proxy will be irrevocable until the date on which Colony Capital, together with its affiliates, ceases to own at least a number of Units in Holdco equal to 2% of the outstanding equity of Holdco as of the Effective Date (subject to adjustment for stock splits, reverse stock splits, stock dividends and similar events) (the “Proxy Termination Date”);

(ii) pursuant to the Colony Proxy, the Colony Proxy Holder will have the right to one vote of the FG Directors at meetings of the Voteco Board of Directors and the Holdco Board of Directors (it being understood that the Holdco Board of Directors will only have approval rights over Holdco matters) on each of the following matters to the extent such matters would require stockholder approval under the Delaware General Corporation Law if New Propco were a corporation organized under the Delaware General Corporation Law (each, a “Covered Matter”): (A) the incurrence of indebtedness for borrowed money by Holdco, New Propco or any of its subsidiaries, or the issuance of equity interests by Holdco or New Propco other than pursuant to an initial public offering, in each case with net proceeds of $100 million or more; (B) the sale of all or substantially all of the equity interests in Holdco or New Propco, the sale of all or substantially all of the assets of Holdco or New Propco and its subsidiaries, taken as a whole; or (C) the dissolution of Holdco, New Propco or Voteco; and

(iii) the Colony Proxy will automatically terminate on the earliest to occur of the following:  (A) the Proxy Termination Date, or (B) the date on which the Colony Proxy Holder ceases to be permitted to vote at a meeting of the Voteco Board of Directors pursuant to applicable law or by applicable regulatory authorities.

Voteco and Holdco will acknowledge the Colony Proxy and, while the Colony Proxy remains in effect, will agree to (1) invite the Colony Proxy Holder to meetings of the Board of Directors at which Covered Matters are to be considered and (2) accept the vote of the Colony Proxy Holder on each Covered Matter.

Rights of Additional Non-Voting Equity.  The additional non-voting Units of up to 20% of Holdco total equity that may be issued as described in the Term Sheet would have rights similar to those of the Other Holders with respect to the following matters:  (a) piggyback and demand registration rights (not including the right to cause a demand registration in connection with an initial public offering), (b) access rights as described under “Access; Compliance,” (c) preemptive rights as described under “Preemptive Rights” and (d) rights of first refusal and tag-along rights.  The definitive documentation would set forth the terms and conditions of these rights.

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EXHIBIT A TO GOVERNANCE DRAFT ISSUES OUTLINE

MAJOR DECISIONS

Major Decisions include:

(i)            entry into, modification, waiver, or renewal of any agreement or transaction between Propco(6) or any Propco subsidiary (each a “Subsidiary”), on the one hand, and FG, a member holding at least 5% of the Units or any Affiliate of FG or such member, on the other, if the cost of such agreement or transaction, individually or in the aggregate, exceeds $100,000 in any year, other than (x) the IT license expressly contemplated by the Term Sheet and (y) items purchased in the ordinary course of business by the purchasing department of Propco or any Subsidiary which are purchased on behalf of an executive officer of FG and for which Propco or such Subsidiary is promptly reimbursed by such executive officer;

(ii)           the establishment or modification of the annual operating and capital budgets, business plan and interest rate hedging policy of Propco or any Subsidiary, subject to variances of up to 10% with respect to any line item (or 20% for any line item constituting  maintenance capital expenditures or growth capital expenditures on projects previously approved by a majority of the OH Directors and a majority of the FG Directors), but not aggregating more than 5% for all variances in the aggregate (which budgets will address, among other things, sales and advertising expenditures, staffing levels, maintenance and repair programs and insurance programs);

(iii)          any material change in the business of Propco or any of the Subsidiaries, taken as a whole, or material restriction on the business activities of Propco or any of the Subsidiaries, taken as a whole;

(iv)          the initiation of material litigation or similar proceedings, or the compromise or settlement of any lawsuit or administrative matter where there the amount that Propco or any of the Subsidiaries could be required to pay individually or in the aggregate pursuant to such compromise or settlement is in excess of $1,000,000, or that could have a material adverse effect on Propco and its Subsidiaries, taken as a whole, or any Property;

(v)           the setting of compensation for the general manager of any Property or any of the five most highly compensated individuals (other than a general manager) of Propco and the Subsidiaries;

(vi)          the approval of the appointment or termination of the general manager of any Property  or, after the termination of the Management Agreement with FG, any of the executive officers of Propco;

(6)  For purposes of this Exhibit A, the term “Propco” shall also be deemed to include Holdco.

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(vii)         the authorization of any contribution of additional capital to Propco by any of the Propco owners (e.g., FG or the Other Holders, herein referred to as “Propco Equityholders”) other than as part of a Permitted Raise (as defined below); the form, amount and timing of any additional capital contributions; and the value of any capital contribution made in property other than money;

(viii)        the authorization of any offering of equity (including any warrants, convertible or exchangeable securities or other rights to acquire equity) by Propco or any Subsidiary (other than a sale of additional equity in a Subsidiary to Propco); or any other issuance, redemption repurchase, combination split or reclassification of equity interests in Propco or any Subsidiary or any redemption or repurchase of any debt securities, commitments or contingencies of Propco or any Subsidiary; provided, that the issuance of equity for cash to a person not affiliated with FG or any holder of at least 5% of the Units and any resulting exercise by the Propco Equityholders of preemptive rights triggered by such issuance shall not constitute a Major Decision if (x) the amount of equity so sold does not exceed 25% of the company’s outstanding equity; (y) such issuance is required to prevent or cure any event of default or event which, with notice of lapse of time, would constitute an event of default under any material indebtedness of Propco or a Subsidiary or is necessary to avoid Propco or its Subsidiaries not having sufficient funds to meet their obligations as they come due; and (z) the shares acquired by any existing Propco Equityholder or group of affiliated Propco Equityholders through any exercise of preemptive rights in connection with such issuance must be, as a percentage of the total shares so issued in such transaction, no greater than the percentage of Propco equity owned by such holders before the issuance less 10% (any such issuance, a “Permitted Raise”);

(ix)           the authorization of any dividend or distribution to any Propco Equityholder or any repurchase of Propco equity, provided that any such dividend, distribution or repurchase of Propco equity that is not pro-rata with respect to all Propco Equityholders shall require the consent of all of the FG Directors and all of the OH Directors;

(x)            the establishment and composition of committees of the Board of Directors of Propco  (it being understood that the composition of any such committee must include each director who desires to serve thereon);

(xi)           acquisition  involving more than $5,000,000 of value (including assumption, incurrence or repayment of debt)  in the aggregate in any fiscal year or divestitures, spin-offs, sales, transfers or other dispositions, mergers, consolidations or similar transactions involving more than $10,000,000 of value (including assumption, incurrence or repayment of debt) in the aggregate in any fiscal year relating to Propco or any of the Subsidiaries;

(xii)          any sale, lease or other conveyance of assets of Propco or any of the Subsidiaries in any transaction or series of related transactions, other than sales of obsolete inventory or inventory sold in the ordinary course of business, except for sales, leases or other conveyances of immaterial assets in a single transaction or series of related transactions with an aggregate fair market value of less than $10,000,000;

(xiii)         any guarantee, assumption or incurrence of indebtedness for, or grant of any security interests to secure, indebtedness (a “Financing”), other than unsecured trade indebtedness

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incurred in the ordinary course of business, other than (I) the restructured  Mortgage Loans, revolving credit facility and restructured Land Loan as contemplated on Annex 2 to the Term Sheet (the “Existing Financing”), (II) equipment financings in the ordinary course of business for equipment used in the Properties aggregating not more than $5,000,000 at any one time outstanding (provided that this limit shall not apply to financing of gaming equipment which takes the form of participating interests in revenues generated by such gaming equipment and without downpayments), and (III) unsecured indebtedness aggregating not more than $2,000,000 at any time outstanding, and any decision (A) to amend or waive any material provisions of documents executed in connection with the Existing Financing or any other Financing (the “Financing Documents”), or (B) that is reasonably likely to cause an event of default under the Financing Documents, or (C) that is reasonably likely to materially expand the liability of, or materially diminish the rights of, Propco or any of its Subsidiaries or any guarantor under the Financing Documents, or (D) that would expose any Propco Stockholder to any liability or obligations under or with respect to any Financing or Financing Documents; or (E) to acquire any portion of the loans (whether revolving or term) under the Financing Documents, whether by assignment, purchase, participation or otherwise, or (F) that has the effect of extending the maturity of any of the obligations under any Financing Documents, (G) to increase the aggregate amount of the Financing beyond the amount determined at the time of approval of such Financing, or (H) permanently reduce any portion of any Financing more quickly than the required payment and amortization schedule stated in the Financing Documents.

(xiv)        the commencement of any liquidation, dissolution or voluntary bankruptcy, administration, recapitalization or reorganization of Propco or any Subsidiary in any form of transaction, any arrangement with creditors, or the consent to entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, or the consent to any plan of reorganization in any involuntary or voluntary case, or the consent to the appointment or taking possession by a receiver, trustee or other custodian for all or any portion of its property, or otherwise seek the protection of any applicable bankruptcy or insolvency law;

(xv)         the making of any material tax election and certain other tax matters;

(xvi)        the approval of any tenant, licensee or concessionaire and the terms of the leases, licenses or other occupancy agreements with respect thereto,  the amendment, modification or termination of any of the foregoing or acquisition of any tenant, licensee or concessionaire’s business, where the payments thereunder are expected to exceed $5,000,000 over the life of the lease, license or other agreement;

(xvii)       any agreement, contract, engagement, understanding, undertaking, license, program or arrangement whether written or oral pursuant to which Propco or its Subsidiaries is obligated to make or receive payments  in excess of $5,000,000 in any given year or the amendment, modification, renewal or termination any such contract;

(xviii)      the retention of, or change in, the accounting firm to perform the audits of Propco’s annual financial statements (other than the initial retention of Ernst & Young LLP);

(xix)         any encumbrances that materially affect Propco, any Subsidiary or any Property;

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(xx)          any change to the name of Propco or any Property;

(xxi)         the making of any loans, advances outside the ordinary course of business or capital contributions to, or investments in, any person or the formation or participation in any joint venture or partnership by Propco or its Subsidiaries, other than such loans, advances, joint ventures or partnerships that do not involve the payment, or investment in cash or assets by Propco or its Subsidiaries aggregating more than  $2,000,000  in any fiscal year;

(xxii)        except as required by law or legal or other compulsory process, entry into, or material amendment, of any union agreement or any employment agreement providing for compensation of more than $500,000 in any fiscal year;

(xxiii)       the payment of any investment banking, capital raising, finder’s or related fees, whether fixed or contingent on behalf of, or through Propco or any Subsidiary;

(xxiv)       making any material change in accounting methods or making any accounting change for tax accounting purposes, unless required by law or GAAP;

(xxv)        the use of brands or trademarks by Propco or any Subsidiary (other than brands or trademarks owned by Propco or a Subsidiary) or the use of any other intellectual property by Propco or a Subsidiary (other than computer software or other intellectual property owned by Propco or a Subsidiary or licensed to them on customary terms by a party not affiliated with Propco and any ▇▇▇▇▇▇▇▇ Affiliate); and

(xxvi)       taking any action, including entering into any agreement for the purpose of effecting any of the foregoing.

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ANNEX 8

Station Casinos, Inc.  (“OpCo”)/New PropCo (“PropCo”)(7)

Proposed Allocation of Intellectual Property (“IP”), IT and other Assets

(7)          As used in this Annex 8, references to “OpCo” shall mean and include, collectively, Station Casinos, Inc., and any subsidiary thereof owning any assets described herein as to be transferred or licensed to PropCo.

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ANNEX A

Description of “Transaction Data”

The term “Transaction Data” means, in each case with respect to the PropCo casinos only, all data, information and computer processing systems, and associated hardware used in the ordinary course of business by any of the PropCo casinos, and includes, but is not limited to, data relating to player tracking systems, slot and table games accounting systems, hotel reservations systems and ticket-in/ticket-out systems and all other transaction-based systems; identification of all vendors and existing contracts (which may be redacted to exclude price or other sensitive information which OpCo is contractually prohibited from disclosing); all “Front of house ops systems” such as: casino accounting, cage and count; franchising and merchandising operation systems; performance management (live, syndicated, televised, pay-per-view); value-added guest services systems (Wi-Fi, guest internet, lodgenet, pay-per-view, telephone); convention and conference contract development & management systems; safety, security, surveillance systems and CCTV infrastructure, hotel marketing and reservation channels (including call centers, internet, interfaces with external travel brokers), point of sale, kitchen and restaurant management systems; insurance contracts with third-parties; payroll accounting systems; and all inventory tracking systems, master item lists and similar information.

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EXHIBIT A

Marks to be Transferred to PropCo

Absolutely Assigned Registered Marks

(Subject to Limitations on use of Name “Station”)

U.S. Trademark Registrations

(8)  Note:  Opco will retain ownership of all marks on this exhibit  including the word “Station” (e.g., Boulder Station, Palace Station, Red Rock Station and Sunset Station) but Propco will have an exclusive license to use such marks for a 12-month transition period following confirmation of the plan and Opco will agree not to use such marks.