MEZZANINE LOAN AND SECURITY AGREEMENT (FOURTH MEZZANINE)

EXHIBIT 4.5

MEZZANINE LOAN AND SECURITY AGREEMENT (FOURTH MEZZANINE)

Dated as of March 19, 2008

Among

FCP MEZZCO BORROWER IV, LLC

as Mezzanine Borrower

and

GERMAN AMERICAN CAPITAL CORPORATION

and

JPMORGAN CHASE BANK, N.A.,

on behalf of the holders of the Mezzanine Notes,

as Mezzanine Lender

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

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MEZZANINE LOAN AND SECURITY AGREEMENT (FOURTH MEZZANINE)

THIS MEZZANINE LOAN AND SECURITY AGREEMENT dated as of March  19, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among FCP MEZZCO BORROWER IV, LLC, a Delaware limited liability company (“Mezzanine Borrower”) having an office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (“GACC” and together with its successors and assigns, “Mezzanine Noteholder I”), having an address at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and JPMORGAN CHASE BANK, N.A., a national banking association, having an address at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“JPMC” and together with its successors and assigns, “Mezzanine Noteholder II”) (Mezzanine Noteholder I and Mezzanine Noteholder II, individually or collectively as the context indicates, “Mezzanine Lender”).

RECITALS:

WHEREAS, Mortgage Lender (as hereinafter defined), Senior Mezzanine Lenders (as hereinafter defined), and Mezzanine Lender have determined to decrease the principal amount of the Loan (Mortgage) (as hereinafter defined) and correspondingly increase the principal amounts of the Senior Mezzanine Loans (as hereinafter defined) and to deem Mezzanine Lender to have made the Loan (as hereinafter defined);

WHEREAS, in order to implement such resizing, Mortgage Borrower (as hereinafter defined) shall delegate and transfer its obligations in respect of a portion of the Loan (Mortgage) to each of Senior Mezzanine Borrowers (as hereinafter defined) and Mezzanine Borrower, each of Senior Mezzanine Borrowers and Mezzanine Borrower will assume the obligations of the Mortgage Borrower as to each such delegated portion of the Loan (Mortgage), the Mortgage Lender will novate the obligations of Mortgage Borrower so as to exonerate Mortgage Borrower from any obligation to Mortgage Lender in respect of the delegated portions of the Loan (Mortgage) and each of Senior Mezzanine Lenders and Mezzanine Lender shall agree that the portion of the Loan (Mortgage) assumed by each of Senior Mezzanine Borrowers and Mezzanine Borrower, respectively, shall be treated for all purposes as an obligation of Senior Mezzanine Borrowers, or Mezzanine Borrower under its respective mezzanine loan agreement;

WHEREAS, in order to implement such resizing, the parties desire to enter into this Agreement;

NOW, THEREFORE, in consideration of the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

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I.                                         DEFINITIONS; PRINCIPLES OF CONSTRUCTION

1.1                                 Definitions.  For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“80% Trigger Approval Period” shall mean any period (a) commencing on the Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the LCR is less than 80% of Closing Date LCR and (b) ending on the day immediately preceding the Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the LCR exceeds 80% of Closing Date LCR, provided that no Noticed Default or Event of Default is then continuing and that Mezzanine Borrower shall then have delivered an Officer’s Certificate certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists; and, for avoidance of doubt, subject to resumption of the 80% Trigger Approval Period upon any subsequent occurrence of the conditions set forth in clause (a) above.

“90% Cash Sweep Period” shall mean any period (a) commencing on the Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the LCR is less than 90% of Closing Date LCR and (b) ending on the day immediately preceding the Payment Date following the conclusion of any two (2) consecutive Fiscal Quarters for which the LCR exceeds 90% of Closing Date LCR, provided that no Noticed Default or Event of Default is then continuing and that Mezzanine Borrower shall then have delivered an Officer’s Certificate  certifying to the best of the signer’s actual knowledge without investigation that as of the date of such Officer’s Certificate no Default or Event of Default exists, and, for avoidance of doubt, subject to resumption of the 90% Cash Sweep Period upon any subsequent occurrence of the conditions set forth in clause (a) above.

“Account Collateral (Fourth Mezzanine)” shall have the meaning set forth in Section 3.1.2.

“Acknowledgment” shall mean the Acknowledgment, dated on or about the date hereof made by Counterparty, or as applicable, Approved Counterparty in the form of Exhibit Q.

“Actually Known by the Mezzanine Lender to the Contrary” shall mean the actual receipt, prior to the Closing Date, by ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ of an email, fax, memorandum, letter or other written statement from any of Mezzanine Borrower, Sponsor, or Mezzanine Lender’s counsel expressly disclosing to Mezzanine Lender a state of facts contrary to a representation made by Mezzanine Borrower in Section 4.1.

“Additional Non-Consolidation Opinion” shall have the meaning set forth in Section 4.1.30(b).

“Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect common control with, or any general partner or managing member in, such specified Person.  An Affiliate of a Person includes, without limitation, (i) any officer or director of such Person, (ii) any record or beneficial owner of more than 20% (or solely for purposes of the definition of “Independent

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Purchaser” herein, 10%) of any class of ownership interests of such Person and (iii) any Affiliate of the foregoing.

“Aggregate Appraised Value” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Agreement” shall have the meaning set forth in the Preamble hereof.

“Allocated Loan Amount” shall mean with respect to each Individual Property, the designated “Mezzanine Allocated Loan Amount” allocated to the Loan and applicable to such Individual Property as set forth in the Loan Agreement (Mortgage).

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Annual Budget” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Appraisals” shall mean the FIRREA appraisals conducted in 2007 by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ on or prior to the Closing Date which establish the master leased fee or ground leasehold value of each Individual Property.

“Appraised Value” shall mean, for an Individual Property, the value of such Individual Property as determined by the Appraisal for such Individual Property.

“Approved Bank” shall mean a bank or other financial institution which has a minimum long-term unsecured debt rating of at least “A” and a minimum short-term unsecured debt rating of at least “A-1” by each of the Rating Agencies, or if any such bank or other financial institution is not rated by all the Rating Agencies, then a minimum long-term rating of at least “A” and a minimum short-term unsecured debt rating of at least “A-1,” or their respective equivalents, by two of the Rating Agencies, but in any event one of the two Rating Agencies shall be S&P, it being understood that the A and A-1 benchmark ratings and other benchmark ratings in this Agreement are intended to be the ratings, or the equivalent of ratings, issued by S&P.

“Approved Counterparty” shall mean a bank or other financial institution which has (a) either (i) a long-term unsecured debt rating of “A+” or higher by S&P or (ii) if the long-term unsecured debt rating is “A” or lower by S&P, a short-term rating of not less than “A-1” from S&P; (b) a long-term unsecured debt rating of not less than “Aa3” by ▇▇▇▇▇’▇; and (c) if the counterparty is rated by Fitch, either a long-term unsecured debt rating of not less than “A” from Fitch or a short-term unsecured debt rating of not less than “F-1” from Fitch.

“Architect” shall mean an architect, engineer or construction consultant selected by Mortgage Borrower (which can be an employee of Mortgage Borrower or an Affiliate), licensed to practice in the relevant State, if required by the laws of such State, and has at least five (5) years of architectural or construction management experience and which is approved by Mezzanine Lender, which approval shall not be unreasonably withheld, delayed or conditioned.

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“Asset-Specific Proprietary Information” shall have the meaning set forth in Section 11.2.9(b).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by Mezzanine Lender and an assignee, and accepted by Mezzanine Lender in accordance with Article XV and in substantially the form of Exhibit M or such other form customarily used by Mezzanine Lender in connection with the participation or syndication of mortgage loans at the time of such assignment.

“Assignment of Leases Counterpart” shall have the meaning set forth in Section 2.3.5(d).

“Assigned Landlord Lien” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Bankruptcy Code” shall mean Title 11, U.S.C.A., as amended from time to time and any successor statute thereto.

“Borrower Party” shall mean any of Mezzanine Borrower, Mortgage Borrower, Senior Mezzanine Borrowers, Junior Mezzanine Borrowers and Guarantors.

“Building Equipment” shall have the meaning set forth in the Security Instruments, collectively.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York or in the state in which Servicer is located are not open for business.  When used with respect to an Interest Determination Date, Business Day shall mean any day on which dealings in deposits in U.S. Dollars are transacted in the London interbank market.

“Cash” shall mean the legal tender of the United States of America.

“Cash and Cash Equivalents” shall mean any one or a combination of the following:  (i) Cash, and (ii) U.S. Government Obligations.

“Cash Management Bank (Fourth Mezzanine)” shall mean any Approved Bank acting as Cash Management Bank under the Mezzanine Account Agreement or other financial institution approved by the Mezzanine Lender.  The Cash Management Bank (Mortgage) may serve as the Cash Management Bank (Fourth Mezzanine) so long as it is a party to the Mezzanine Account Agreement.

“Cash Management Bank (Mortgage)” shall mean the “Cash Management Bank” as defined in the Loan Agreement (Mortgage).

“Certificate” shall mean the certificate evidencing the Ownership Interests and the certificate evidencing the Mezzco IV Ownership Interests, as applicable.

“Close Affiliate” shall mean with respect to any Person (the “First Person”) any other Person (each, a “Second Person”) which is an Affiliate of the First Person and in respect of

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which any of the following are true:  (a) the Second Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in such First Person, (b) the First Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in such Second Person, or (c) a third Person owns, directly or indirectly, at least 75% of all of the legal, beneficial and/or equitable interest in both the First Person and the Second Person.

“Closing Date” shall mean November 7, 2007.

“Closing Date LCR” shall mean a ratio of 1.28:1.

 “Closing Date LTV” shall mean 79.7%.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” shall mean collectively (i) all of the Pledged Collateral and all proceeds thereof, (ii) all Receipts of the Third Mezzanine Borrower and Mezzanine Borrower, (iii) any stock certificates or other certificates, membership interest certificates or instruments evidencing any of the foregoing property described in clauses (i) and (ii) above, (iv) the Rate Cap Collateral, (Fourth Mezzanine), (v) the Account Collateral (Fourth Mezzanine) and (vi) all other rights appurtenant to the property described in clauses (i) through (v) above.

“Collateral Accounts (Fourth Mezzanine)” shall have the meaning set forth in Section 3.1.1.

“Collateral Agent” means German American Capital Corporation in its capacity as collateral agent acting on behalf of Mezzanine Lender.

“Combined Allocated Loan Amount” shall mean with respect to each Individual Property, the aggregate portions of the Loan, the Mortgage Loan, the Senior Mezzanine Loans, and the Junior Mezzanine Loans allocated to such Individual Property that is set forth in the Loan Agreement (Mortgage).

“Combined Loans” shall mean the Mortgage Loan, the Senior Mezzanine Loans, the Loan, and the Junior Mezzanine Loans collectively.

“Combined Principal Amount” shall mean the sum of each “Principal Amount” as defined in each of the Loan Agreement (Mortgage), the Senior Mezzanine Loan Agreements, this Mezzanine Loan Agreement, and the Junior Mezzanine Loan Agreements.

“Combined Release Price” shall mean the product of (a) the Combined Allocated Loan Amount for the Release Property and (b) the applicable Combined Release Price Percentage(s), minus, if applicable, the principal amount of any prepayment of the Combined Loans paid from Proceeds derived from a casualty, other damage or injury or Taking affecting such Release Property.

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“Combined Release Price Percentage” shall mean, as of any Release Date, (a) if the Release Property is the Individual Property commonly known as “Red Rock”, (i) 120% if the transferee of such Release Property is a bona fide Independent Purchaser of such Individual Property, and (ii) otherwise, 135%; and (b) if the Release Property is any other Individual Property, the percentage applicable to the range of the aggregate of the Combined Allocated Loan Amounts of the Individual Properties subject to a Security Instrument that would be outstanding immediately following such Release, as set forth in the following table:

To the extent the Combined Allocated Loan Amount of an Individual Property to be released, when added to the Combined Allocated Loan Amount of previously (or simultaneously) released Individual Properties, would exceed a benchmark set forth under the “Range of Outstanding Aggregate Combined Allocated Loan Amounts Following Release” column, such excess Combined Allocated Loan Amount (but only such excess) shall be subject to the higher Combined Release Price Percentage set forth in the second column.  For example, if a release would result in an aggregate Combined Allocated Loan Amount which exceeded the first benchmark by $10 million, the $10 million would bear a 110% Combined Release Price Percentage, and the remainder a 100% Combined Release Price Percentage.

“Contemplated Transactions” shall mean, collectively, (i) the transactions consummated pursuant to the Merger Agreement, including but not limited to the acquisition of Station Casinos, Inc. by the Guarantors and the various equity transfers in connection with the related restructuring, (ii) the merger of FCP MezzCo Parent Merger Sub, LLC into FCP MezzCo Parent, LLC, (iii) Mortgage Borrower’s acquisition of the Property from subsidiaries of Master Lessee and the various equity transfers and merger related to such acquisition, (iv) the leasing or subleasing of the Property from Mortgage Borrower to Master Lessee pursuant to the Master Lease, (v) the execution and delivery of the Mortgage Loan Documents, the Senior Mezzanine Loan Documents, the Mezzanine Loan Documents, and Junior Mezzanine Loan Documents, Mortgage Borrower’s, Senior Mezzanine Borrower’s, Mezzanine Borrower’s and Junior Mezzanine Borrower’s performance thereunder, the recordation of the Security Instruments, the filing of the UCC financing statements evidencing the Pledge and the Mezzco V Pledge, and the exercise of any remedies by Mortgage Lender, any Senior Mezzanine Lender, Mezzanine Lender or any Junior Mezzanine Lender, and (vi) following Mortgage Lender’s or its designee’s succession in title to any Property, the transfer of any such Property by Mortgage Lender or such designee.

“Control” shall mean (i) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of

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voting securities, by contract or otherwise (provided that the granting of major decision veto rights including, without limitation, with respect to decisions regarding the sale of material assets, the incurrence or refinancing of debt, the institution of insolvency, bankruptcy or other proceedings with respect to debtor protection, and the merger, consolidation, liquidation or dissolution of such Person in favor of a Person shall not be deemed to constitute “Control”), together with (ii) the ownership, direct or indirect, of no less than 51% of the voting securities of such Person, and the terms Controlled, Controlling and Common Control shall have correlative meanings.

“Counterparty” shall mean, with respect to the Interest Rate Cap Agreement (Fourth Mezzanine), JPMorgan Chase Bank, N.A., and with respect to any Replacement Interest Rate Cap Agreement (Fourth Mezzanine), any substitute Approved Counterparty.

“Counterparty Opinion” shall have the meaning set forth in Section 9.3(g).

“Debt” shall mean, with respect to any Person at any time, (a) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services; (b) obligations of such Person as lessee under leases which should have been or should be, in accordance with GAAP, recorded as capital leases; (c) current liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA; (d) obligations or liabilities of such Person arising under letters of credit, credit facilities or other acceptance facilities; (e) obligations of such Person under any guarantees or other agreement to become secondarily liable for any obligation of any other Person, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (f) obligations of such Person secured by any Lien on any property of such Person, whether or not the obligations have been assumed by such Person; or (g) obligations of such Person under any interest rate or currency exchange agreement.

“Debt Service (Fourth Mezzanine)” shall mean, with respect to any particular period of time, scheduled interest payments under the Mezzanine Notes.

“Default” shall mean the occurrence of any event hereunder or under any other Mezzanine Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall have the meaning set forth in the Mezzanine Notes.

“Designated Account” shall have the meaning set forth in Section 3.1.6(a).

“Disqualified Transferee” shall mean any proposed transferee that, (i) has been convicted in a criminal proceeding for a felony or a crime involving moral turpitude or that is an organized crime figure or is reputed (as determined by Mezzanine Lender in its sole discretion) to have substantial business or other affiliations with an organized crime figure, or (ii) has been found by a court of competent jurisdiction or other Governmental Authority in a comparable proceeding to have violated any federal or state securities laws or regulations promulgated thereunder.

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“Eligible Account” shall mean (i) a segregated trust account or accounts maintained with the corporate trust department of a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds on deposit such as or similar to Title 12 of the Code of Federal Regulations Section 9.10(b) which, in either case, has corporate trust powers, acting in its fiduciary capacity or (ii) a segregated account maintained at an Approved Bank. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Environmental Certificate” shall have the meaning set forth in Section 12.2.2.

“Environmental Claim” shall mean the meaning set forth in the Loan Agreement (Mortgage).

“Environmental Event” shall have the meaning set forth in Section 12.2.2.

“Environmental Law” shall mean any federal, state or local statute, regulation or ordinance or any judicial or administrative decree or decision, whether now existing or hereinafter enacted, promulgated or issued, with respect to the protection of human health from any environmental hazards (as relating to exposure to such environmental hazards), or the environment, or any Hazardous Materials, wetlands, landfills, open dumps, storage tanks, underground storage tanks, solid waste, waste water, storm water run-off, waste emissions or ▇▇▇▇▇.  Without limiting the generality of the foregoing, the term shall encompass each of the following statutes, and regulations promulgated thereunder, and amendments and successors to such statutes and regulations, as may be enacted and promulgated from time to time:  (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified in scattered sections of 26 U.S.C.; 33 U.S.C.; 42 U.S.C. and 42 U.S.C. §9601 et seq.); (ii) the Resource Conservation and Recovery Act of 1976 (42 ▇.▇.▇. §▇▇▇▇ et seq.); (iii) the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.); (iv) the Toxic Substances Control Act (15 ▇.▇.▇. §▇▇▇▇ et seq.); (v) the Clean Water Act (33 ▇.▇.▇. §▇▇▇▇ et seq.); (vi) the Clean Air Act (42 ▇.▇.▇. §▇▇▇▇ et seq.); (vii) the Safe Drinking Water Act (21 U.S.C. §349; 42 U.S.C. §201 and §300f et seq.); (viii) the National Environmental Policy Act of 1969 (42 U.S.C. §4321); (ix) the Superfund Amendment and Reauthorization Act of 1986 (codified in scattered sections of 10 U.S.C., 29 U.S.C., 33 U.S.C. and 42 U.S.C.); and (x) Title III of the Superfund Amendment and Reauthorization Act (40 ▇.▇.▇. §▇▇▇▇ et seq.).

“Environmental Reports” shall have the meaning set forth in Section 12.1.

“ERISA” shall mean the United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“Event of Default” shall have the meaning set forth in Section 17.1(a).

“Excess Cash Flow” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Excess Proceeds” shall have the meaning set forth in Section 2.3.1.

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“Excluded Personal Property” shall mean, collectively, (a) all of the personal property of Master Lessee (including, without limitation, all inventory and equipment, but excluding any items that constitute fixtures), and (b) any personal property of Tenants under Subleases. For purposes of this definition, the terms “inventory,” “equipment” and “fixtures” shall have the meaning set forth in the Uniform Commercial Code in effect in the State of New York, except that the term “fixtures” shall specifically include, but not be limited to, and the terms “inventory” and “equipment” shall specifically exclude, all HVAC equipment, elevators, escalators and lighting together with all equipment, parts and supplies used to service, repair, maintain and equip the foregoing.

“Exculpated Parties” shall have the meaning set forth in Section 18.1.1.

“Excusable Delay” shall mean a delay due to strikes, lockouts, inability to procure materials, power failure, acts of God, governmental restrictions, enemy or terrorist action, civil commotion, fire, unavoidable casualty or other causes beyond the control of the Borrower Party responsible for performing an obligation hereunder, provided that lack of funds shall not be deemed a cause beyond the control of any Borrower Party.

“Existing Matters of Record” shall mean the Liens set forth on Schedule VII.

“Family Trust” shall mean, with respect to an individual, any trust or entity owned, controlled by or established for the benefit of, or the estate of, such individual or that individual’s spouse or lineal descendants (including adopted children and their lineal descendants).

“Fee Letter” shall mean that certain fee letter dated October 15, 2007 among Sponsor, FP, GACC, JPMC, and Deutsche Bank AG, New York Branch.

“Fee Mortgagee Estoppel Certificate” shall mean an executed estoppel letter from any mortgagee of, or beneficiary of a deed of trust granted by, a Fee Owner encumbering the fee simple estate related to the applicable Ground Lease Property, which estoppel letter shall be in the form attached as Exhibit H-1.

“Fee Owner” shall mean, collectively, the owner of the fee simple estate relating to each Ground Lease Property.

“▇▇▇▇▇▇▇▇ Brothers” shall mean ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.

“FF&E” shall have the meaning set forth in the Master Lease.

“First Mezzanine Borrower” shall mean FCP MezzCo Borrower I, LLC, a Delaware limited liability company.

“First Mezzanine Lender” shall mean the holders of the First Mezzanine Loan.

“First Mezzanine Loan” shall mean a $200,000,000 mezzanine loan, comprised of (x) that certain $150,000,000 mezzanine loan, made by First Mezzanine Lender to First Mezzanine Borrower and (y) the assumption by First Mezzanine Borrower pursuant to the First Mezzanine Loan Documents of $50,000,000 in principal amount initially borrowed by Mortgage Borrower.

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“First Mezzanine Loan Documents” shall mean the documents evidencing and securing the First Mezzanine Loan, as may be modified, amended, extended, supplemented, restated or replaced from time to time.

“First Mezzanine Notes” shall mean that certain Amended and Restated First Mezzanine Note A-1 in the principal amount of $125,000,000 dated as of March 19, 2008, from First Mezzanine Borrower to Mezzanine Noteholder I, and that certain Amended and Restated First Mezzanine Note A-2 in the principal amount of $75,000,000 dated as of March 19, 2008, from First Mezzanine Borrower to Mezzanine Noteholder II, as the same may be amended, restated, replaced, substituted, severed, supplemented or otherwise modified from time to time.

“Fiscal Quarter” shall mean each quarter within a Fiscal Year.

“Fiscal Year” shall mean the calendar year during each year of the term of the Loan or the portion of any such 12-month period falling within the term of the Loan in the event that such a 12-month period occurs partially before or after, or partially during, the term of the Loan, or such other 12-month fiscal accounting period as Mezzanine Borrower may establish from time to time.

“Fitch” shall mean Fitch Ratings Inc.

“FP” shall mean ▇▇▇▇▇▇▇▇ Partners LLC, a Nevada limited liability company.

“Funding Letter Agreement” shall mean that certain letter agreement, dated as of November 7, 2007, between Mortgage Borrower and Mortgage Lender with respect to conditions precedent to funding the Loan, the Mortgage Loan, the Senior Mezzanine Loans and the Junior Mezzanine Loans.

“GAAP” shall mean the generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession as of the Closing Date, to the extent such principles are applicable to the facts and circumstances on the date of determination.

“Gaming Authority” shall mean those federal, state and local governmental, regulatory and administrative authorities, agencies, boards and officials responsible for or involved in the regulation of gaming or gaming activities in any jurisdiction, including within the State of Nevada, specifically, the Nevada Gaming Commission, the Nevada State Gaming Control Board, and applicable local authorities.

“Gaming Laws” shall mean those laws pursuant to which any Gaming Authority possesses regulatory, licensing or permit authority over gaming within any jurisdiction applicable to the Property and, within the State of Nevada, specifically, the Nevada Gaming Control Act, as codified in the Chapter 463 of the Nevada Revised Statutes, and the regulations of the Nevada Gaming Commission and Nevada State Gaming Control Board promulgated thereunder, as amended from time to time.

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“Go Dark” shall mean, with respect to any Individual Property, if such Individual Property is not open for business to the public, unless such closure (i) is a result of a Taking of or casualty or other damage or injury to such Individual Property or some other Excusable Delay or (ii) is in connection with an Alteration permitted hereunder (and provided that not more than one Individual Property may be closed in connection with an Alteration at any one time unless such concurrent closure is expressly pre-approved by Mezzanine Lender in writing or is unavoidable in order for Mortgage Borrower, Master Lessee or Tenant, to comply with Legal Requirements) and, in either such case, the period of closure does not in any event exceed (A) solely with respect to a closure due to casualty for which business interruption insurance proceeds are payable to Master Lessee (or Mortgage Borrower or Mortgage Lender) under the policy of business interruption insurance maintained by Master Lessee pursuant to the terms of the Master Lease, the period of time for which such business interruption insurance proceeds are payable, or (B) as to any other closure, thirty (30) consecutive days, provided that if in connection with a Material Alteration, Mezzanine Borrower shall have caused Mortgage Borrower to disclose to Mezzanine Lender that the Material Alteration will require the affected Individual Property to be closed to the public for a specified period exceeding thirty (30) consecutive days and Mezzanine Lender shall have approved such Material Alteration, the Individual Property may be closed to the public for such specified period of closure without being deemed to have “Gone Dark.”

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental ▇▇▇▇ (▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ or otherwise) whether now or hereafter in existence.

“Ground Lease Property” shall mean, collectively, each Individual Property of which Mortgage Borrower is a tenant under a Ground Lease.

“Ground Leases” shall have the meaning provided in the Security Instruments, collectively.

“Ground Lessor Estoppel Certificate” shall mean an executed estoppel letter from a Fee Owner in the form attached as Exhibit H.

“Ground Rent” shall mean the aggregate amount of all rent and other amounts payable by the Mortgage Borrower pursuant to the Ground Leases.

“Guarantors” shall mean Holdco, FP and VoteCo.

“Hazardous Materials” shall mean each and every element, compound, chemical mixture, contaminant, pollutant, material, waste or other substance which is defined, determined or identified as hazardous or toxic under any Environmental Law.  Without limiting the generality of the foregoing, the term shall mean and include:

(i)                                                             “hazardous substances” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendment and Reauthorization Act of 1986, or Title III of the Superfund Amendment and Reauthorization Act, each as amended, and regulations promulgated thereunder; excluding, however, common maintenance and cleaning products regularly found at properties with a standard of operation and maintenance comparable to the Property;

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(ii)                                                          “hazardous waste” and “regulated substances” as defined in the Resource Conservation and Recovery Act of 1976, as amended, and regulations promulgated thereunder;

(iii)                                                       “hazardous materials” as defined in the Hazardous Materials Transportation Act, as amended, and regulations promulgated thereunder; and

(iv)                                                      “chemical substance or mixture” as defined in the Toxic Substances Control Act, as amended, and regulations promulgated thereunder.

“Holdco” shall mean FCP Holding, Inc., a Nevada corporation.

“Holding Account” shall mean the “Holding Account” and various sub-accounts to the Holding Account established pursuant to the Loan Agreement (Mortgage) as in effect on the date hereof.

“Impositions” shall mean all taxes (including all ad valorem, sales (including those imposed on lease rentals), use, single business, gross receipts, value added, intangible transaction, privilege or license or similar taxes), governmental assessments (including all assessments for public improvements or benefits, whether or not commenced or completed prior to the Closing Date and whether or not commenced or completed within the term of this Agreement), water, sewer or other rents and charges, excises, levies, fees (including license, permit, inspection, authorization and similar fees), and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Property and/or any Rents (including all interest and penalties thereon), which at any time prior to, during or in respect of the term hereof may be assessed or imposed on or in respect of or be a Lien upon (a) Mezzanine Borrower, any Senior Mezzanine Borrower, or Mortgage Borrower (including all income, franchise, single business or other taxes imposed on Mezzanine Borrower, any Senior Mezzanine Borrower, or Mortgage Borrower for the privilege of doing business in the jurisdiction in which the Property is located), (b) the Property, or any other collateral delivered or pledged to Mortgage Lender, any Senior Mezzanine Lender, or Mezzanine Lender in connection with the Mortgage Loan, any Senior Mezzanine Loan, or Loan, or any part thereof, or any Rents or Receipts therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on, or in connection with the Property or the leasing or use of all or any part thereof.  Nothing contained in this Agreement shall be construed to require Mezzanine Borrower, any Senior Mezzanine Borrower, or Mortgage Borrower to pay any tax, assessment, levy or charge imposed on (i) Master Lessee, (ii) any Tenant or (iii) Mortgage Lender, any Senior Mezzanine Lender, or Mezzanine Lender in the nature of a capital levy, estate, inheritance, succession, income or net revenue tax.

“Improvements” shall have the meaning set forth in the Security Instruments, collectively.

“Increased Costs” shall have the meaning set forth in Section 2.4.1.

“Indebtedness” shall mean, at any given time, the Principal Amount, together with all accrued and unpaid interest thereon and all other obligations and liabilities due or to become due

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to Mezzanine Lender pursuant hereto, under the Mezzanine Notes or in accordance with the other Mezzanine Loan Documents and all other amounts, sums and expenses paid by or payable to Mezzanine Lender hereunder or pursuant to the Mezzanine Notes or the other Mezzanine Loan Documents.

“Indemnified Parties” shall have the meaning set forth in Section 19.12(b).

“Independent” shall mean, when used with respect to any Person, a Person who: (i) does not have any direct financial interest or any material indirect financial interest in any Borrower Party or in any Affiliate of any Borrower Party, (ii) is not connected with any Borrower Party or any Affiliate of any Borrower Party as an officer, employee, promoter, underwriter, trustee, partner, member, manager, director or person performing similar functions and (iii) is not a member of the immediate family of a Person defined in (i) or (ii) above.

“Independent Accountant” shall mean a firm of nationally recognized, certified public accountants which is Independent and which is selected by Mortgage Borrower, any Senior Mezzanine Borrower, or Mezzanine Borrower, as applicable, and reasonably acceptable to Mezzanine Lender.

“Independent Director,” “Independent Manager,” or “Independent Member” shall mean a Person who is not and will not be while serving, and has not been in the five (5) years preceding the Closing Date, (i) a member (other than an Independent Member), manager (other than an Independent Manager), director (other than an Independent Director), officer, employee, attorney, or counsel of Mezzanine Borrower or its Affiliates (provided that Mezzanine Borrower may have the same Independent Directors, Independent Managers or Independent Members as Mortgage Borrower, any Senior Mezzanine Borrower, or any Junior Mezzanine Borrower), (ii) a customer, supplier or other Person who derives more than 1% of its purchases or revenues from its activities with Mezzanine Borrower or its Affiliates, (iii) a direct or indirect legal or beneficial owner in any entity referred to in (i) or (ii) above or any of its Affiliates, (iv) a member of the immediate family of any member, manager, officer, director, employee, attorney, customer, supplier or other Person referred to in (i), (ii) or (iii) above, or (v) a person Controlling or under the common Control of anyone listed in (i) through (iv) above.  A Person that otherwise satisfies the foregoing shall not be disqualified from serving as an Independent Director or Independent Manager or Independent Member if such individual is at the time of initial appointment, or at any time while serving as such, is an Independent Director or Independent Manager or Independent Member, as applicable, of a Single Purpose Entity affiliated with Mezzanine Borrower.

“Independent Purchaser” shall mean a Person who is not: (i) a Person having any direct financial interest or any material indirect financial interest in any Borrower Party or in any Affiliate of any Borrower Party, (ii) a Person connected with any Borrower Party or any Affiliate of any Borrower Party as an officer, employee, promoter, underwriter, trustee, partner, member, manager, director or person performing similar functions, (iii) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. (each, “Key Person”), a member of the immediate family of any Key Person, or a Person in which a Key Person or any Key Person’s immediate family member has a direct or indirect interest, (iv) a member of the immediate family of a Person who

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is defined in (i) or (ii) above, or (v) a Person Controlling, Controlled by or under the common Control of anyone listed in (i) through (iv) above.

“Individual Property” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Individual Property Sublease” shall mean the Sublease of an Individual Property from Master Lessee to the subsidiary of Master Lessee that operates the Individual Property (the “Individual Property Sublessee”.  There shall be an Individual Property Sublease for each Individual Property.

“Insurance Requirements” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Intercreditor Agreement” shall mean an intercreditor, recognition and standstill agreement among Mezzanine Lender, Senior Mezzanine Lenders, the Junior Mezzanine Lenders, and Mortgage Lender.

“Interest Determination Date” shall have the meaning set forth in the Mezzanine Notes.

“Interest Period” shall have the meaning set forth in the Mezzanine Notes.

“Interest Rate Cap Agreement (Fourth Mezzanine)” shall mean the Confirmation and Agreement (together with the confirmation and schedules relating thereto) between the Counterparty and Mezzanine Borrower, obtained by Mezzanine Borrower and collaterally assigned to Mezzanine Lender pursuant to this Agreement, as amended from time to time with the prior written approval of Mezzanine Lender.  After delivery of a Replacement Interest Rate Cap Agreement (Fourth Mezzanine) to Mezzanine Lender, the term “Interest Rate Cap Agreement (Fourth Mezzanine)” shall be deemed to mean such Replacement Interest Rate Cap Agreement (Fourth Mezzanine).  The Interest Rate Cap Agreement (Fourth Mezzanine) shall be governed by the laws of the State of New York and shall contain each of the following:

(a)                                              Notional Amount.  The notional amount of the Interest Rate Cap Agreement (Fourth Mezzanine) shall be equal to the Principal Amount, which may be reduced from time to time in amounts equal to any prepayment of the principal of the Loan made in accordance with Section 5(b) of the Mezzanine Notes;

(b)                                             Remaining Term.  The remaining term of the Interest Rate Cap Agreement (Fourth Mezzanine) shall at all times extend through the end of the Interest Period in which the Maturity Date occurs as extended from time to time pursuant to this Agreement and the Mezzanine Loan Documents;

(c)                                              Parties.  The Interest Rate Cap Agreement (Fourth Mezzanine) shall be issued by the Counterparty to Mezzanine Borrower and shall be pledged to Mezzanine Lender by Mezzanine Borrower in accordance with this Agreement;

(d)                                             Payment Stream.  The Counterparty under the Interest Rate Cap Agreement (Fourth Mezzanine) shall be obligated to make a stream of payments, directly to the Mezzanine

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Account (whether or not an Event of Default has occurred) from time to time equal to the product of (i) the notional amount of such Interest Rate Cap Agreement (Fourth Mezzanine) multiplied by (ii) the excess, if any, of LIBOR (including any upward rounding under the definition of LIBOR) over the Strike Price;

(e)                                              Acknowledgment.  The Counterparty under the Interest Rate Cap Agreement (Fourth Mezzanine) shall execute and deliver the Acknowledgment; and

(f)                                                Other.  The Interest Rate Cap Agreement (Fourth Mezzanine) shall impose no material obligation on the beneficiary thereof (after payment of the acquisition cost) and shall be in all material respects reasonably satisfactory in form and substance to Mezzanine Lender.

“Interest Rate Swap Agreement” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Junior Mezzanine Borrowers” shall mean, collectively, such mezzanine borrowers party to the Junior Mezzanine Loans, as the context may require.

“Junior Mezzanine Lender” shall mean, collectively, such mezzanine lenders party to the Junior Mezzanine Loans.

“Junior Mezzanine Loan Agreement” shall mean a Mezzanine Loan and Security Agreement entered into between a Junior Mezzanine Borrower, as borrower, and a Junior Mezzanine Lender, as lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Junior Mezzanine Loan Documents” shall mean, collectively, such mezzanine loan documents created and entered into pursuant to Section 5.1.11(b), as the context may require.

“Junior Mezzanine Loans” shall mean, collectively, such mezzanine loans junior to this Loan as may be created pursuant to Section 5.1.11(b).

“Junior Mezzanine Notes” shall mean, collectively, such other mezzanine notes created and entered into pursuant to Section 5.1.11(b), as the context may require.

“Junior Mezzanine Release Price” shall mean the product of (a) the “Mezzanine Allocated Loan Amount” for each Junior Mezzanine Loan with respect to the Release Property as set forth in the Loan Agreement (Mortgage); and (b) the applicable Combined Release Price Percentage(s), minus, if applicable, the principal amount of any prepayment of such Junior Mezzanine Loan paid from Proceeds derived from a casualty, other damage or injury or Taking affecting such Release Property.

“Land” shall have the meaning set forth in the Security Instruments, collectively.

“Land Loan” shall mean indebtedness incurred pursuant to a senior secured delayed-draw term loan in an aggregate amount not to exceed $250 million that was entered into on February 7, 2008.

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“Late Payment Charge” shall have the meaning set forth in Section 2.2.3.

“LCR” shall mean a ratio, as determined by Mortgage Lender for the applicable period, in which:

(a)                                  the numerator is Portfolio Four-Wall EBITDAR, applied consistently, as determined by Mortgage Lender based on Master Lessee’s four most recent quarterly financial statements with respect to the Property prepared and delivered to Mezzanine Lender in accordance with Section 11.2.2, for the trailing twelve (12) month period immediately prior to the applicable calculation date; and

(b)                                 the denominator is the aggregate amount of Master Lease Base Rent payable under the Master Lease for the twelve calendar months immediately prior to the applicable calculation date, provided that for the twelve-month period following the Closing Date, LCR shall be calculated based on the Master Lease Base Rent payable under the Master Lease from the Closing Date through the full calendar month preceding the calculation date, with such sum annualized to determine the Master Lease Base Rent for a full twelve month period.

“Leasehold Estate” means the estate in the Property created by each Ground Lease.

“Legal Requirements” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Letter of Credit” shall mean an irrevocable, unconditional, transferable, clean sight draft letter of credit (either an evergreen letter of credit or one which does not expire until at least sixty (60) days after the Maturity Date (the LC Expiration Date)), in favor of Mortgage Lender and entitling Mortgage Lender to draw thereon in New York, New York, based solely on a statement executed by an officer or authorized signatory of Mortgage Lender and issued by an Approved Bank.  If at any time (a) the institution issuing any such Letter of Credit shall cease to be an Approved Bank or (b) the Letter of Credit is due to expire prior to the LC Expiration Date, Mortgage Lender shall have the right immediately to draw down the same in full and hold the proceeds thereof in accordance with the provisions of this Agreement, unless Mortgage Borrower shall deliver a replacement Letter of Credit from an Approved Bank within (i) as to (a) above, twenty (20) days after Mortgage Lender delivers written notice to Mezzanine Borrower that the institution issuing the Letter of Credit has ceased to be an Approved Bank or (ii) as to (b) above, at least twenty (20) days prior to the expiration date of said Letter of Credit.

“LIBOR” shall have the meaning set forth in the Mezzanine Notes.

“LIBOR Margin” shall have the meaning set forth in the Mezzanine Notes.

“LIBOR Rate” shall have the meaning set forth in the Mezzanine Notes.

“License” shall have the meaning set forth in Section 4.1.24.

“License and Reservation Service Agreement” shall mean the License and Reservation Service Agreement regarding the branding rights, reservation system and primary customer data base, by and between Mortgage Borrower and Master Lessee, dated as of November 7, 2007.

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“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance or charge on or affecting Mortgage Borrower, Senior Mezzanine Borrowers, Mezzanine Borrower, Junior Mezzanine Borrowers, the Collateral, the Senior Mezzanine Collateral, the Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and the filing of mechanic’s, materialmen’s and other similar liens and encumbrances.

“Loan” shall mean this $150,000,000 mezzanine loan resulting from the assumption by Mezzanine Borrower pursuant to the Mezzanine Loan Documents of $150,000,000 in principal amount initially borrowed by Mortgage Borrower.

“Loan Agreement (Mortgage)” shall mean the Amended and Restated Loan and Security Agreement, dated as of March 19, 2008, between FCP PROPCO, LLC, a Delaware limited liability company, as borrower, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation and JPMORGAN CHASE BANK, N.A., a national banking association, collectively as the initial lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Loan Documents (Mortgage)” or “Mortgage Loan Documents” shall mean, collectively, the Loan Agreement (Mortgage), the Mortgage Notes, the Security Instruments, the Assignment of Leases (as defined in the Loan Agreement (Mortgage)), the Assignment of Licenses (as defined in the Loan Agreement (Mortgage), the Ground Lessor Estoppel Certificate, the Master Lease, the Fee Mortgage Estoppel Certificate, SNDA, the Account Agreement, the Recourse Guaranty and all other documents executed and/or delivered by Mortgage Borrower, Master Lessee or Guarantor to Mortgage Lender in connection with the Loan (Mortgage), and in connection with any Property Substitution, including any opinion certificates or other certifications or representations delivered by or on behalf of Mortgage Borrower, or any Affiliate of Borrower, to Mortgage Lender.

“Loan (Mortgage)” or “Mortgage Loan” shall mean the loan in the amount of $1,800,000,000 made by Mortgage Lender to Mortgage Borrower pursuant to the Loan Agreement (Mortgage).

“LTV Ratio” shall mean the ratio, expressed as a percentage, of the Combined Principal Amount as of the date of determination, to the Aggregate Appraised Value as of the date of determination.

“Master Lease” shall mean that certain Master Lease Agreement for the Property by and between Mortgage Borrower, as lessor, and Master Lessee, as lessee, dated as of November 7, 2007, as more particularly described in Section 5.1.22.

“Master Lessee” shall mean Station Casinos, Inc., a Nevada corporation and “Master Lessee Parties” shall mean the Master Lessee and each Individual Property Sublessee.

“Material Adverse Effect” shall mean any event or condition that has a material adverse effect on (i) the Property taken as a whole, (ii) the use, operation, or value of any Individual Property, (iii) the business, profits, operations or financial condition of Mortgage Borrower,

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Senior Mezzanine Borrowers, or Mezzanine Borrower, or (iv) the ability of Mezzanine Borrower to repay the principal and/or interest of the Loan as it becomes due or to satisfy any of Mezzanine Borrower’s material obligations under the Mezzanine Loan Documents (v) the ability of Mortgage Borrower or any Senior Mezzanine Borrower to repay principal and interest of the Loan (Mortgage) or any Senior Mezzanine Loan as it becomes due or satisfy any of Mortgage Borrower’s obligations under the Loan Documents (Mortgage) or any Senior Mezzanine Borrower’s obligations under its respective Senior Mezzanine Loan, or (vi) the Collateral or Senior Mezzanine Collateral, in each case taken as a whole.

“Material Alteration” shall mean any Alteration which, when aggregated with all related Alterations, involves costs estimated by Master Lessee (which costs shall be reasonably acceptable to Mezzanine Borrower and Mezzanine Lender) to be incurred in implementing the Alterations exceeding $50 million.

“Material Alteration Collateralization Threshold” shall mean $100 million.

“Material Sublease” shall mean:  (i) each Individual Property Sublease; (ii) any Sublease to a single Tenant covering 10,000 square feet or more of rentable area of any Individual Property; and (iii) the Material Subleases (including all amendments and supplements thereto) designated as such on Schedule I attached hereto and made a part hereof.

“Maturity Date” shall have the meaning set forth in the Mezzanine Notes.

“Maturity Date Payment” shall have the meaning set forth in the Mezzanine Notes.

“Maximum Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Mezzanine Notes and as provided for herein or the other Mezzanine Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Member Powers” shall mean the member/stock power executed by Mezzanine Borrower and the member/stock power executed by FCP Mezzco Borrower V, LLC, each in substantially the form of Exhibit U.

“Merger Agreement” shall mean that certain Agreement and Plan of Merger by and among Station Casinos, Inc., ▇▇▇▇▇▇▇▇ Colony Partners LLC and FCP Acquisition Sub, dated as of February 23, 2007, as amended.

“Merger Representations and Warranties” shall mean the representations and warranties made by Master Lessee in the Merger Agreement that are material to the interests of Mezzanine Lender and that, if breached (but for the application of clause (z) in the lead-in to Article IV of the Merger Agreement), would allow Sponsor to terminate its obligations under the Merger Agreement.

“Mezzanine Account” shall have the meaning set forth in Section 3.1.1.

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“Mezzanine Account Agreement” shall mean the Account and Control Agreement (Fourth Mezzanine), dated as of the date hereof, among Collateral Agent, Mezzanine Borrower and Cash Management Bank.

“Mezzanine Borrower” shall have the meaning set forth in the first paragraph of this Agreement.

“Mezzanine Debt Service Reserve Account” shall have the meaning set forth in Section 3.1.1(a).

“Mezzanine Lender” shall have the meaning set forth in the first paragraph of this Agreement.

“Mezzanine Loan Default Revocation Notice” shall mean a notice from Mezzanine Lender that an Event of Default which has occurred under the Mezzanine Loan Documents is no longer continuing.

“Mezzanine Loan Default Notice” shall mean a notice from Mezzanine Lender that an Event of Default has occurred and is continuing under the Mezzanine Loan Documents.

“Mezzanine Loan Documents” shall mean, collectively, this Agreement, the Mezzanine Notes, the Mezzanine Account Agreement, the Recourse Guaranty (Mezzanine), the Pledge, the Mezzco V Pledge, and any and all other agreements, instruments or documents executed by Mezzanine Borrower (or any of its Affiliates) evidencing, securing or delivered in connection with the Loan and the transactions contemplated thereby, including, without limitation, any certificates or representations delivered by or on behalf of Mezzanine Borrower or any Affiliate of Mezzanine Borrower.

“Mezzanine Noteholder I” is defined in the first paragraph of this Agreement.

“Mezzanine Noteholder II” is defined in the first paragraph of this Agreement.

“Mezzanine Notes” shall mean, collectively, (a) that certain Fourth Mezzanine Note A-1-a, dated as of March 19, 2008, made by Mezzanine Borrower, as maker, to Mezzanine Noteholder I, as payee, in the principal amount of $46,875,000, (b) that certain Fourth Mezzanine Note A-1-b, dated as of March 19, 2008, from Mezzanine Borrower, as maker, to Mezzanine Noteholder I, as payee, in the principal amount of $46,875,000, (c) that certain Fourth Mezzanine Note A-2-a, dated as of March 19, 2008, from Mezzanine Borrower, as maker, to Mezzanine Noteholder II, as payee, in the principal amount of $28,125,000, and (d) that certain Fourth Mezzanine Note A-2-b, dated as of March 19, 2008, from Mezzanine Borrower, as maker, to Mezzanine Noteholder II, as payee, in the principal amount of $28,125,000, as the same may be amended, restated, replaced, substituted, severed, supplemented or otherwise modified from time to time.

“Mezzanine Release Price” shall mean the product of (a) the Allocated Loan Amount with respect to the Release Property; and (b) the applicable Combined Release Price Percentage(s), minus, if applicable, the principal amount of any prepayment of the Loan paid

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from Proceeds derived from a casualty, other damage or injury or Taking affecting such Release Property.

“Mezzco IV Ownership Interests” means all of the equity interests in Mezzanine Borrower.

“Mezzco V Pledge” means the Pledge and Security Agreement, dated as of the date hereof, made by FCP Mezzco Borrower V, LLC to Collateral Agent, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time.

“Mortgage Borrower” shall have the meaning ascribed to the term “Borrower” in the Loan Agreement (Mortgage).

“Mortgage Default” shall have the meaning ascribed to the term “Default” in the Loan Agreement (Mortgage).

“Mortgage Event of Default” shall have the meaning ascribed to the term “Event of Default” in the Loan Agreement (Mortgage).

“Mortgage Lender” shall have the meaning ascribed to the term “Lender” in the Loan Agreement (Mortgage).

“Mortgage Notes” shall have the meaning ascribed to “Notes” in the Loan Agreement (Mortgage).

“Mortgage Release Price” shall mean the product of (a) the “Allocated Loan Amount” of the Mortgage Loan with respect to the Release Property as set forth in the Loan Agreement (Mortgage); and (b) the applicable Combined Release Price Percentage(s), minus, if applicable, the principal amount of any prepayment of the Mortgage Loan paid from Proceeds derived from a casualty, other damage or injury or Taking affecting such Release Property.

“New Property Owner” shall have the meaning set forth in Section 8.7.

“New Sublease” shall have the meaning set forth in Section 8.8.2.

“Non-Consolidation Opinion” shall have the meaning provided in Section 2.5.4(a).

“Non-Contravention Opinion” shall have the meaning provided in Section 2.5.4(d).

“Non-Disqualification Opinion”  shall mean an opinion of outside tax counsel reasonably acceptable to the Mortgage Lender or the Rating Agencies to whom such opinion is addressed that a contemplated action will neither cause any trust formed as a Real Estate Mortgage Investment Conduit (a “REMIC”) pursuant to a Securitization to fail to qualify as a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code at any time that any “regular interests” in the REMIC are outstanding nor cause a “prohibited transaction” tax (within the meaning of Section 860F(a)(2) of the Code) or “prohibited contribution” tax (within the meaning of Section 860G(d) of the Code) to be imposed on any such REMIC.

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“Noticed Default” shall mean any Default as to which Mezzanine Borrower has received written notice.

“Obligations (First Mezzanine)” shall mean all indebtedness, obligations and liabilities of First Mezzanine Borrower to First Mezzanine Lender, under the First Mezzanine Loan Agreement or any of the other First Mezzanine Loan Documents or in respect of the First Mezzanine Loan or the First Mezzanine Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

“Obligations (Fourth Mezzanine)” shall mean all indebtedness, obligations and liabilities of Mezzanine Borrower to Mezzanine Lender, under this Agreement or any of the other Mezzanine Loan Documents or in respect of the Loan or the Mezzanine Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

“Obligations (Junior Mezzanine)” shall mean the “Obligations” as defined in the applicable Junior Mezzanine Loan Agreement.

“Obligations (Mortgage)” shall have meaning set forth in the recitals of the Security Instruments.

“Obligations (Second Mezzanine)” shall mean all indebtedness, obligations and liabilities of Second Mezzanine Borrower to Second Mezzanine Lender, under the Second Mezzanine Loan Agreement or any of the other Second Mezzanine Loan Documents or in respect of the Second Mezzanine Loan or the Second Mezzanine Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

“Obligations (Senior Mezzanine)” shall mean the Obligations (First Mezzanine), Obligations (Second Mezzanine) and Obligations (Third Mezzanine).

“Obligations (Third Mezzanine)” shall mean all indebtedness, obligations and liabilities of Third Mezzanine Borrower to Third Mezzanine Lender, under the Third Mezzanine Loan Agreement or any of the other Third Mezzanine Loan Documents or in respect of the Third Mezzanine Loan or the Third Mezzanine Notes, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

“OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control and accessible through the internet website ▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇/▇▇▇▇▇▇.▇▇▇.

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“Officer’s Certificate” shall mean a certificate executed by an authorized signatory of Mezzanine Borrower that is familiar with the financial condition of Mortgage Borrower and Mezzanine Borrower and the operation of the Property, or, in the case of Officer’s Certificates required under Section 11, the principal officer of Mezzanine Borrower (as designated in its organizational documents).

“Operating Agreements” shall mean, collectively, the Master Lease, the Material Subleases, and the Ground Leases.

“Opinion of Counsel” shall mean an opinion of counsel of a law firm selected by Mezzanine Borrower and reasonably acceptable to Mezzanine Lender, which opinion of counsel shall include (without limitation) opinions re due formation, due authorization, due execution, enforceability and 10b-5 negative assurances.

“Other Charges” shall mean, collectively, maintenance charges, impositions other than Impositions, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof by any Governmental Authority, other than those required to be paid by a Tenant pursuant to its respective Sublease.

“Other Taxes” shall have the meaning set forth in Section 2.4.3.

“Ownership Interests” shall mean all of the equity interests in Third Mezzanine Borrower.

“Payment Date” shall have the meaning set forth in the Mezzanine Notes.

“Permitted Debt” shall mean, (i) in the case of the Mortgage Borrower, the Mortgage Notes and the other obligations, indebtedness and liabilities specifically provided for in any Mortgage Loan Document and secured by the Loan Agreement (Mortgage), the Security Instruments and the other Loan Documents (Mortgage) and any Interest Rate Protection Agreements (as defined in the Loan Agreement (Mortgage) including any obligations under the Interest Rate Protection Agreements); (ii) in the case of each Senior Mezzanine Borrower, the applicable Senior Mezzanine Notes executed by such Senior Mezzanine Borrower and the other obligations, indebtedness and liabilities specifically permitted in the Senior Mezzanine Loan Documents executed by such Senior Mezzanine Borrower, (iii) in the case of the Mezzanine Borrower, the Mezzanine Notes and the other obligations, indebtedness and liabilities specifically provided for in any Mezzanine Loan Document and secured by this Agreement, the Pledge, the Mezzco V Pledge, or the other Mezzanine Loan Documents; and (iv) in the case of each Junior Mezzanine Borrower, the applicable Junior Mezzanine Notes executed by such Junior Mezzanine Borrower and the other obligations, indebtedness and liabilities specifically permitted in the Junior Mezzanine Loan Documents executed by such Junior Mezzanine Borrower.  In no event shall Mezzanine Borrower, Mortgage Borrower, any Senior Mezzanine Borrower, or any Junior Mezzanine Borrower be permitted under this provision to enter into a note (other than the Mortgage Notes and the other Loan Documents (Mortgage), the Mezzanine Notes and the other Mezzanine Loan Documents, the Senior Mezzanine Notes and the other

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Senior Mezzanine Loan Documents or the Junior Mezzanine Notes and the other Junior Mezzanine Loan Documents, as applicable) or other instrument for borrowed money.

“Permitted Encumbrances” shall mean collectively, (a) the Liens and security interests created or permitted by the Loan Documents (Mortgage), (b) all Liens, encumbrances and other matters disclosed in the Title Policies, (c) Liens, if any, for Impositions imposed by any Governmental Authority not yet due or delinquent (d) Liens arising after the Closing Date which are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with Article VII hereof; (e) in the case of Liens arising after the Closing Date, statutory Liens of carriers, warehousemen, mechanics, materialmen and other similar Liens arising by operation of law, which are incurred in the ordinary course of business or in connection with any Alteration permitted hereunder for sums which are not delinquent or are being contested in good faith in accordance with Article VII hereof; (f) easements, rights-of-way, restrictions and other similar charges or non-monetary encumbrances against real property which would not individually or in the aggregate be reasonably likely to have a Material Adverse Effect; (g) any judgment Lien provided that the judgment it secures shall have been discharged of record or the execution thereof stayed pending appeal within 30 days after the entry thereof or within 30 days after the expiration of any stay, as applicable; (h) any matters that would be disclosed by an accurate survey of an Individual Property other than the Surveys, provided that in the case of Substitute Properties, the survey-related coverage under the Title Policies is provided with respect to such Substitute Properties; (i) any of the Existing Matters of Record, provided that (1) the amounts secured by such Liens have been paid in full, or, in the case of an existing contested lien is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted in accordance with Article VII hereof and (2) such Liens are insured over in the Title Policies in a manner satisfactory to Mezzanine Lender, whether such insurance is made available in consideration of payment, bonding or indemnity by Mortgage Borrower (but without limiting Mezzanine Borrower’s obligations under Article VII with respect to the existing contested lien and provided that any such indemnity or other consideration shall be in a form reasonably satisfactory to Mezzanine Lender); (j) the Owner’s Title Policy Loss Payment Direction Letter; (k) any Sublease permitted under Section 8.8.2 below; and (l) such other Liens as Mezzanine Lender may approve in writing in Mezzanine Lender’s sole discretion.

“Permitted Encumbrances (Senior Mezzanine)” means collectively, the Liens and security interests created pursuant to the Senior Mezzanine Loan Documents.

“Permitted Encumbrances (Fourth Mezzanine)” means, collectively, the Liens and security interests created pursuant to this Agreement, the Pledge, the Mezzco V Pledge, and the other Mezzanine Loan Documents.

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Plan” shall have the meaning set forth in Section 4.1.10(a).

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“Pledge” shall mean that certain Pledge and Security Agreement (Fourth Mezzanine), dated as of the date hereof, from Mezzanine Borrower to Collateral Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledge (Senior Mezzanine)” shall mean, with respect to any Senior Mezzanine Loan Agreement, the “Pledge” as defined in such Senior Mezzanine Loan Agreement.

“Pledged Collateral” shall mean the “Pledged Collateral” under the Pledge and the “Pledged Collateral” under the Mezzco V Pledge.

“PML” shall mean probable maximum loss.

“Portfolio Four-Wall EBITDAR” shall mean earnings from hotel and casino operations at the Property before interest expense/income, taxes, depreciation and amortization, any rental expense on real property (other than ground rent), distribution expense, direct and allocated corporate overhead expense, regional office allocation, royalty charges from affiliates and restructuring expense plus any non-cash charges/less any non-cash income, including but not limited to losses on sales of assets and non cash compensation expense.

“Portfolio MAE” shall mean a material adverse effect on the Property taken as a whole, or the operations, business or condition (financial or otherwise) of Mortgage Borrower, taken as a whole.

“Prepayment Fee” shall have the meaning set forth in the Mezzanine Notes.

“Principal Amount” shall mean, collectively, the aggregate “Principal Amount” under each of the Mezzanine Notes, as such term is defined in each of the Mezzanine Notes.

“Principal Control Persons” shall mean (a) one or more affiliates of Colony Capital, LLC (or, subject to such Persons being licensed as and when required in accordance with applicable Gaming Laws, its five most senior executive officers, including, without limitation, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.’s successor as Chief Executive Officer of Colony Capital, LLC), (b) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III, (c) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, (d) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., (e) any other Person expressly agreed to in writing by Mezzanine Lender, in Mezzanine Lender’s reasonable discretion, to be a Principal Control Person, and (f) in the event that both ▇▇▇▇▇▇▇▇ Brothers are deceased or incapacitated, one of the Persons identified on Schedule IX designated by Mezzanine Borrower (subject to compliance with applicable Gaming Laws and provided that the Person so designated shall not be a Disqualified Transferee) as a Principal Control Person in lieu of the ▇▇▇▇▇▇▇▇ Brothers.

“Principal Investors” shall mean (a) one or more Affiliates of Colony Capital, LLC, (b) ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III, his Affiliates, personal investment vehicles, spouse, lineal descendants (including adopted children and their lineal descendants) and any trust or entity owned, controlled by or established for the benefit of, or the estate of, any of the foregoing, (c) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, his Affiliates, personal investment vehicles, spouse, lineal descendants (including adopted children and their lineal descendants) and any trust or entity owned, controlled by or established for the benefit of, or the estate of, any of the foregoing, (d) Blake and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, their Affiliates, personal investment vehicles, lineal descendants (including adopted children and their lineal descendants) and any trust or entity owned, controlled by or established for the

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benefit of, or the estate of, any of the foregoing, and (e) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., his Affiliates, personal investment vehicles, spouse, lineal descendants (including adopted children and their lineal descendants) and any trust or entity owned, controlled by or established for the benefit of, or the estate of, any of the foregoing.  For purposes of this definition, the term “Affiliate” shall mean, with respect to any specified Person, any other Person directly or indirectly Controlling or Controlled by or under direct or indirect Common Control with, or any general partner or managing member in, such specified Person.

“Pro Rata Share” shall mean, with respect to each Mezzanine Lender, the ratio of such Mezzanine Lender’s interest in the amount of the Loan to the aggregate amount of the Loan.  As of the date hereof, the Pro Rata Share applicable to Mezzanine Noteholder I is sixty-two and one-half percent (62.5%) and the Pro Rata Share applicable to Mezzanine Noteholder II is thirty-seven and one-half percent (37.5%).

“Proceeds” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Prohibited Person” means any Person identified on the OFAC List or any other Person with whom a U.S. Person may not conduct business or transactions by prohibition of Federal law or Executive Order of the President of the United States or America.

“Property” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Property Specific Representations” shall mean the representations and warranties of Mezzanine Borrower set forth in Sections 4.1.4 (with respect to the Property only), 4.1.6, 4.1.11, 4.1.13, 4.1.15, 4.1.23, 4.1.24, 4.1.25, 4.1.26, 4.1.27, 4.1.29, 4.1.39, 4.1.45, and 12.1 with respect to the Property.

“Proprietary Information” shall have the meaning set forth in Section 11.2.9(a).

“Proscribed Assignee” shall mean Highland Capital Partners.

“Protective Advances” shall mean sums advanced by Mezzanine Lender for the purposes of payment of items reasonably necessary to protect the Collateral, the Senior Mezzanine Collateral or the Property.

“Purchase and Sale Agreement” shall mean that certain Amended and Restated Purchase and Sale Agreement, dated as of October 31, 2007, by and among Charleston Station LLC, Boulder Station, Inc., Palace Station Hotel & Casino, Inc., and Sunset Station, Inc., collectively as sellers, FCP Newco, LLC, and the other parties thereto, as assigned by FCP NewCo, LLC to Mortgage Borrower on or approximately on the Closing Date.

“PZR” shall mean The Planning Zoning Resource Corporation.

“Qualified Transferee” shall mean any entity that, together with its Close Affiliates, (i) is experienced in owning and/or operating properties similar to the Property, (ii) (a) has a net worth, as of a date no more than six (6) months prior to the date of the transfer of at least $500 Million and (b) immediately prior to such transfer, controls real estate equity assets of at least $2 Billion, and (iii) is not a Disqualified Transferee.

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“Rate Cap Collateral (Fourth Mezzanine)” shall have the meaning set forth in Section 9.2.

“Rating Agencies” shall mean (a) prior to a Securitization, each of S&P, ▇▇▇▇▇’▇ and Fitch and any other nationally-recognized statistical rating agency which has been approved by Mortgage Lender and (b) after a Securitization has occurred, each such Rating Agency which has rated the Securities in the Securitization.

“Rating Agency Confirmation” shall mean, collectively, a written affirmation from each of the Rating Agencies that the credit rating of the Securities given by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion which may be satisfied by a Rating Agency declining to review the matter in question without adverse impact on the Securities.  In the event that, at any given time, no such Securities shall have been issued and are then outstanding, then the term Rating Agency Confirmation shall be deemed instead to require the written approval of Mortgage Lender based on its good faith determination of whether the Rating Agencies would issue a Rating Agency Confirmation if any such Securities were outstanding.

“Real Property” shall mean, collectively, the Land, the Improvements and the Appurtenances (as defined in the Security Instruments, collectively).

“Receipts” shall mean with respect to any Person, the declaration or payment of any cash, cash flow, dividend or distribution on or in respect of any member’s or partner’s interest, shares of any class of capital stock or other beneficial interest of such Person; the proceeds of any purchase, redemption, exchange or other retirement of any member’s or partner’s interest, shares of any class of capital stock or other beneficial interest of such Person, directly or indirectly; the return of capital by such Person to its members, shareholders or partners as such; or any other distribution of any nature whatsoever on or in respect of any member’s or partner’s interest, shares of any class of capital stock or other beneficial interest of such Person.

“Recourse Guaranty (Mezzanine)” shall mean that certain Guaranty of Recourse Obligations of Mezzanine Borrower, dated as of the date hereof, by Guarantors in favor of Mezzanine Lender, as the same may be amended, supplemented, restated or otherwise modified from time to time.

“Register” shall have the meaning set forth in Section 15.4.

“Regulatory Change” shall mean any change after the date of this Agreement in federal, state or foreign laws or regulations or the adoption or the making, after such date, of any interpretations, directives or requests applying to Mezzanine Lender, or any Person Controlling Mezzanine Lender or to a class of banks or companies Controlling banks of or under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or Governmental Authority or monetary authority charged with the interpretation or administration thereof.

“Release” shall have the meaning provided in Section 2.3.4.

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“Release Date” shall have the meaning provided in Section 2.3.4(a).

“Release Instruments” shall have the meaning provided in Section 2.3.4(c).

“Release Property” shall have the meaning provided in Section 2.3.4.

“Rents” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Replaced Property” shall have the meaning provided in Section 2.3.5(a).

“Replacement Interest Rate Cap Agreement (Fourth Mezzanine)” shall mean collectively, one or more interest rate cap agreements from an Approved Counterparty with terms that are the same in all material respects as the terms of the Interest Rate Cap Agreement (Fourth Mezzanine), except that (i) the same shall be effective as of (A) in connection with a replacement following a downgrade, withdrawal or qualification of Counterparty, the date required in Section 9.3(c) or (B) in connection with a replacement related to an extension of the Maturity Date, the date required in Section 5(a)(ii) of the Mezzanine Notes, and (ii) the notional amount shall be the Principal Amount then outstanding; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a Replacement Interest Rate Cap Agreement (Fourth Mezzanine) shall be such interest rate cap agreement approved in writing by Mezzanine Lender.

“Requesting Parties” shall have the meaning set forth in Section 11.2.9(b).

“Revolving/Term Credit Facility” shall mean that certain Credit Agreement, dated as of November 7, 2007, among Station Casinos, Inc., as borrower, Deutsche Bank Trust Company Americas, as administrative agent, Deutsche Bank Securities Inc. and ▇. ▇. ▇▇▇▇▇▇ Securities Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as syndication agent, and the other lenders party thereto, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and any refinancing thereof.

“Revolving/Term Credit Facility Lien” shall have the meaning provided in Section 8.5(b)(iv).

“S&P” shall mean Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.

“Second Mezzanine Borrower” shall mean FCP MezzCo Borrower II, LLC, a Delaware limited liability company.

“Second Mezzanine Lender” shall mean the holders of the Second Mezzanine Loan.

“Second Mezzanine Loan” shall mean a  $175,000,000 mezzanine loan, comprised of (x) the loan in the principal amount of $150,000,000 made by Second Mezzanine Lender to Second Mezzanine Borrower pursuant to the Second Mezzanine Loan Documents and (y) the assumption by Second Mezzanine Borrower pursuant to the Second Mezzanine Loan Documents of $25,000,000 in principal amount initially borrowed by Mortgage Borrower.

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“Second Mezzanine Loan Documents” shall mean the documents evidencing and securing the Second Mezzanine Loan, as may be modified, amended, extended, supplemented, restated or replaced from time to time.

“Second Mezzanine Notes” shall mean, collectively, (a) that certain Amended and Restated Second Mezzanine Note A-1, dated as of March 19, 2008, made by Second Mezzanine Borrower, as maker, in favor of Mezzanine Noteholder I, as payee, in the principal amount of $109,375,000 and (b) that certain Amended and Restated Second Mezzanine Note A-2, dated as of March 19, 2008, made by Second Mezzanine Borrower, as maker, in favor of Mezzanine Noteholder II, as payee, in the principal amount of $65,625,000, as the same may be amended, restated, replaced, supplemented, substituted, severed, or otherwise modified from time to time

“Securities” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Securitization” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Security Instrument” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Senior Mezzanine Borrowers” shall mean, collectively, First Mezzanine Borrower, Second Mezzanine Borrower, and Third Mezzanine Borrower as the context may require.

“Senior Mezzanine Collateral” shall mean, with respect to any Senior Mezzanine Loan Agreement, the “Collateral” as defined in such Senior Mezzanine Loan Agreement.

“Senior Mezzanine Default” shall mean, with respect to any Senior Mezzanine Loan Agreement, “Default” as defined in such Senior Mezzanine Loan Agreement.

“Senior Mezzanine Event of Default” shall mean, with respect to any Senior Mezzanine Loan Agreement, “Event of Default” as defined in such Senior Mezzanine Loan Agreement.

“Senior Mezzanine Lenders” shall mean, collectively, First Mezzanine Lender, the Second Mezzanine Lender and the Third Mezzanine Lender, as the context may require.

“Senior Mezzanine Loan Agreement” shall mean an Amended and Restated Mezzanine Loan and Security Agreement entered into between a Senior Mezzanine Borrower, as borrower, and a Senior Mezzanine Lender, as lender, as the same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

“Senior Mezzanine Loan Documents” shall mean, collectively, the First Mezzanine Loan Documents, the Second Mezzanine Loan Documents and the Third Mezzanine Loan Documents, as the context may require.

“Senior Mezzanine Loans” shall mean, collectively, the First Mezzanine Loan, the Second Mezzanine Loan and the Third Mezzanine Loan.

“Senior Mezzanine Notes” shall mean, collectively, the First Mezzanine Notes, the Second Mezzanine Notes and the Third Mezzanine Notes, as the context may require.

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“Senior Mezzanine Ownership Interests” shall mean, with respect to any Senior Mezzanine Loan Agreement, “Ownership Interests” as defined in such Senior Mezzanine Loan Agreement.

“Senior Mezzanine Release Price” shall mean the product of (a) the “Mezzanine Allocated Loan Amount” for each Senior Mezzanine Loan with respect to the Release Property as set forth in the Loan Agreement (Mortgage); and (b) the applicable Combined Release Price Percentage(s), minus, if applicable, the principal amount of any prepayment of such Senior Mezzanine Loan paid from Proceeds derived from a casualty, other damage or injury or Taking affecting such Release Property.

“Servicer” shall mean such Person designated in writing with an address for such Person by Mezzanine Lender, in its sole discretion, to act as Mezzanine Lender’s agent hereunder with such powers as are specifically delegated to the Servicer by Mezzanine Lender, whether pursuant to the terms of this Agreement, the Mezzanine Account Agreement or otherwise, together with such other powers as are reasonably incidental thereto.

“Single Purpose Entity” shall mean a Person, other than an individual, which (i) is formed or organized solely for the purpose of acquiring, owning, holding, developing, using, operating and financing, directly, or, in the case of Mezzanine Borrower, any Senior Mezzanine Borrower, or any Junior Mezzanine Borrower, indirectly, an ownership interest in the Property, (ii) does not engage in any business unrelated to the Property (or in the case of Mezzanine Borrower, any Senior Mezzanine Borrower, or any Junior Mezzanine Borrower, its subsidiary) and the ownership, development, use, operation and financing thereof, (iii) has not and will not have any assets other than those related to its interest in the Property (or in the case of Mezzanine Borrower, any Senior Mezzanine Borrower, or any Junior Mezzanine Borrower, its subsidiary) or the operation, management and financing thereof or any indebtedness other than the Permitted Debt (as applicable), (iv) maintains its own separate books and records and its own accounts, in each case which are separate and apart from the books and records and accounts of any other Person, (v) holds itself out as being a Person, separate and apart from any other Person, (vi) does not and will not commingle its funds or assets with those of any other Person, (vii) conducts its own business in its own name; (viii) maintains separate financial statements, (ix) pays its own liabilities out of its own funds, (x) observes all partnership, corporate or limited liability company formalities, as applicable, (xi) pays the salaries of its own employees, if any, and maintains a sufficient number of employees, if any, in light of its contemplated business operations, (xii) does not guarantee or otherwise obligate itself with respect to the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, (xiii) does not acquire obligations or securities of its partners, members or shareholders, (xiv) allocates fairly and reasonably shared expenses, including, without limitation, any overhead for shared office space, if any, (xv) uses separate stationery, invoices, and checks, (xvi) maintains an arms-length relationship with its Affiliates, (xvii) does not and will not pledge its assets for the benefit of any other Person (except as permitted pursuant to the Mortgage Loan, any Senior Mezzanine Loan, the Loan or any Junior Mezzanine Loan, as applicable) or make any loans or advances to any other Person, (xviii) does and will continue to use commercially reasonable efforts to correct any known misunderstanding regarding its separate identity, (xix) maintains adequate capital in light of its contemplated business operations, and (xx) files its own tax returns, if any, as may be required under applicable law, to the extent (1) not part of a

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consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pays any taxes so required to be paid under applicable law, and (xx) has not and will not engage in, seek, or consent to the dissolution, winding up, liquidation, consolidation or merger and except as otherwise permitted in this Agreement, has not and will not engage in, seek or consent to any asset sale, transfer of partnership, membership or shareholder interests, or amendments of its partnership or operating agreement, certificate of incorporation, articles of organization or other organizational document.  In addition, if such Person is a partnership, (1) all general partners of such Person shall be Single Purpose Entities; and (2) if such Person has more than one general partner, then the organizational documents shall provide that such Person shall continue (and not dissolve) for so long as a solvent general partner exists.  In addition, if such Person is a corporation, then, at all times:  (a) such Person shall have at least two (2) Independent Directors and (b) the board of directors of such Person may not take any action requiring the unanimous affirmative vote of 100% of the members of the board of directors unless all of the directors, including the Independent Directors, shall have participated in such vote.  In addition, if such Person is a limited liability company, (a) such Person shall have at least two (2) Independent Managers, Independent Directors or Independent Members, (b) if such Person is managed by a board of managers or directors, the board of managers or directors of such Person may not take any action requiring the unanimous affirmative vote of 100% of the members of the board of managers or directors unless all of the managers or directors, including the Independent Managers or Independent Directors, shall have participated in such vote, (c) if such Person is not managed by a board of managers or directors, the members of such Person may not take any action requiring the affirmative vote of 100% of the members of such Person unless all of the members, including the Independent Members, shall have participated in such vote, (d) each managing member shall be a Single Purpose Entity and (e) its articles of organization, certificate of formation and/or operating agreement, as applicable, shall provide that until all of the Indebtedness and Obligations (Mortgage), Obligations (Senior Mezzanine), Obligations (Fourth Mezzanine), or Obligations (Junior Mezzanine), as applicable, are paid in full such entity will not dissolve.  In addition, the organizational documents of such Person shall provide that such Person (1) without the unanimous consent of all of the partners, directors or members, as applicable, shall not with respect to itself or to any other Person in which it has a direct or indirect legal or beneficial interest (a) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or other similar official for the benefit of the creditors of such Person or all or any portion of such Person’s properties, or (b) petition or otherwise institute insolvency proceedings or otherwise seek any relief under any laws relating to the relief from debts or the protection of debtors generally, (2) has and will maintain its books, records, resolutions and agreements as official records, (3) has held and will hold its assets in its own name, (4) has not and will not identify its partners, members or shareholders, or any affiliates of any of them as a division or part of it, and (5) except as provided in the Mortgage Loan Documents, Senior Mezzanine Loan Documents, Mezzanine Loan Documents or Junior Mezzanine Loan Documents, as applicable, has not and will not enter into or be a party to any transaction with its partners, members, shareholders, or its Affiliates except in the ordinary course of business and on terms which are intrinsically fair and are no less favorable to it than would be obtained in a comparable arms-length transaction with a third party.

“Special Taxes” shall mean any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule,

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regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Mezzanine Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Mezzanine Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Mezzanine Lender is organized or maintains a lending office.

“SPE Entity” shall mean the Mortgage Borrower, the Senior Mezzanine Borrowers, the Mezzanine Borrower and any Junior Mezzanine Borrower.

“Sponsor” shall mean ▇▇▇▇▇▇▇▇ Colony Partners LLC, a Nevada limited liability company.

“State” shall mean, with respect to each Individual Property, the State in which such Individual Property or any part thereof is located.

“Strike Price” shall mean  5.77%.

“Sub-Account(s)” shall have the meaning set forth in Section 3.1.1.

“Sublease” shall mean any lease (other than the Ground Leases or the Master Lease), sublease or sub-sublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect), pursuant to which any Person is granted by the Mortgage Borrower or the Master Lessee a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, sub-sublease, or other agreement entered into in connection with such lease, sublease, sub-sublease, or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“Sublease Modification” shall have the meaning set forth in Section 8.8.2.

“Subleasing Standards” shall mean the standards set forth on Schedule I attached hereto and made a part hereof.

“Substitute Property” shall have the meaning provided in Section 2.3.5(a).

“Substitute Property Mortgage Spreader Agreement” shall have the meaning provided in Section 2.3.5(a).

“Substitution” shall have the meaning provided in Section 2.3.5(a).

“Substitution Date” shall have the meaning provided in Section 2.3.5(c).

“Substitution Due Diligence Package” shall have the meaning provided in Section 2.3.5(c).

“Substitution Notice” shall have the meaning provided in Section 2.3.5(c).

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“Survey” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Taking” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Tenant” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Third Mezzanine Borrower” shall mean FCP Mezzco Borrower III, LLC, a Delaware limited liability Company.

“Third Mezzanine Lender” shall mean the holders of the Third Mezzanine Loan.

“Third Mezzanine Loan” shall mean a $150,000,000 mezzanine loan, comprised of (x) that certain $125,000,000 mezzanine loan, made by Third Mezzanine Lender to Third Mezzanine Borrower and (y) the assumption by Third Mezzanine Borrower pursuant to the Third Mezzanine Loan Documents of $25,000,000 in principal amount initially borrowed by Mortgage Borrower.

“Third Mezzanine Loan Documents” shall mean the documents evidencing and securing the Third Mezzanine Loan, as may be modified, amended, extended, supplemented, restated or replaced from time to time.

“Third Mezzanine Notes” shall mean that certain Amended and Restated Third Mezzanine Note A-1-a in the principal amount of $55,312,500 dated as of March 19, 2008, from Third Mezzanine Borrower to Mezzanine Noteholder I, that certain Amended and Restated Third Mezzanine Note A-1-b in the principal amount of $38,437,500 dated as of March 19, 2008, from Third Mezzanine Borrower to Mezzanine Noteholder I, that certain Amended and Restated Third Mezzanine Note A-2-a in the principal amount of $33,187,500 dated as of March 19, 2008, from Third Mezzanine Borrower to Mezzanine Noteholder II, and that certain Amended and Restated Third Mezzanine Note A-2-b in the principal amount of $23,062,500 dated as of March 19, 2008, from Third Mezzanine Borrower to Mezzanine Noteholder II, as the same may be amended, restated, replaced, substituted, severed, supplemented or otherwise modified from time to time.

“Title Company” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Title Policies” shall have the meaning set forth in the Loan Agreement (Mortgage).

“Transfer” shall mean to, directly or indirectly, sell, assign, convey, mortgage, transfer, lease, pledge, hypothecate, encumber, grant a security interest in, exchange or otherwise dispose of any beneficial interest or grant any option or warrant with respect to, or where used as a noun, a direct or indirect sale, assignment, conveyance, transfer, lease, pledge or other disposition of any beneficial interest by any means whatsoever whether voluntary, involuntary, by operation of law or otherwise.

“True Lease Opinion” shall have the meaning provided in Section 2.5.4(b).

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“True Sale Opinion” shall have the meaning provided in Section 2.5.4(c).

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“UCC Financing Statement” shall have the meaning provided in Section 2.3.5(d)(xiii)(3).

“Unimproved Parcels” shall mean (a) those portions of the Property identified on Schedule IV attached hereto and made a part hereof and (b) any undeveloped portion of an Individual Property as to which Mezzanine Lender has reasonably determined (x) that such portion is not required for the primary intended use of such Individual Property, and (y) that neither the release of such portion nor the intended use of such portion following such release will adversely affect either the “as leased” appraised value or the net operating income of the remaining portion of such Individual Property.

“U.S. Government Obligations” shall have the meaning set forth in the Loan Agreement (Mortgage).

“VoteCo” shall mean FCP VoteCo, LLC, a Nevada limited liability company.

1.2                                 Principles of Construction.  All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified.  All accounting terms not specifically defined herein shall be construed in accordance with GAAP.  When used herein, the term “financial statements” shall include the notes and schedules thereto.  Unless otherwise specified herein or therein, all terms defined in this Agreement shall have the definitions given them in this Agreement when used in any other Mezzanine Loan Document or in any certificate or other document made or delivered pursuant thereto.  Any capitalized term used herein but not otherwise defined shall have the meaning ascribed to it in the Loan Agreement (Mortgage).  All uses of the word “including” shall mean including, without limitation unless the context shall indicate otherwise.  Unless otherwise specified, the words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

II.                                     GENERAL TERMS

2.1                                 Loan; Disbursement to Mezzanine Borrower.

2.1.1                        The Loan.  Subject to and upon the terms and conditions set forth herein, each Mezzanine Lender shall be deemed to have made, on a several (but not joint) basis, its Pro Rata Share of the Loan, and Mezzanine Borrower shall be deemed to have accepted the Loan.

2.1.2                        Disbursement to Mezzanine Borrower.  Mezzanine Borrower shall be deemed to have requested and received only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.  Mezzanine Borrower acknowledges and agrees that the full proceeds of the Loan have been disbursed as of the date hereof.

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2.1.3        The Mezzanine Notes, Pledge and Mezzanine Loan Documents.  The Loan shall be evidenced by the Mezzanine Notes and secured by this Agreement, the Pledge, the Mezzco V Pledge, and the other Mezzanine Loan Documents.

2.1.4        Use of Proceeds.  The proceeds of the Loan were used to make a contribution to Mortgage Borrower and cause Mortgage Borrower to (a) acquire the Property, (b) pay all past-due operating expenses, if any, in respect of the Property, (c) fund any working capital requirements of the Property, (d) make deposits into the Sub-Accounts as required under the Loan Agreement (Mortgage), (e) pay costs and expenses incurred in connection with the closing of the Loan, (f) distribute to its parent entities and (g) retain and/or distribute the balance, if any.

2.2           Interest; Loan Payments; Late Payment Charge.

2.2.1        Payment of Principal and Interest.

(i)            Except as set forth in Section 2.2.1(ii), interest shall accrue on the Principal Amount as set forth in the Mezzanine Notes.

(ii)           Upon the occurrence and during the continuance of an Event of Default and from and after the Maturity Date if the entire Principal Amount is not repaid on the Maturity Date, interest on the outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest and other amounts due in respect of the Loan shall accrue at the Default Rate calculated from the date such payment was due without regard to any grace or cure periods contained herein.  Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the actual receipt and collection of the Indebtedness (or that portion thereof that is then due).  To the extent permitted by applicable law, interest at the Default Rate shall be added to the Indebtedness, shall itself accrue interest at the same rate as the Loan and shall be secured by this Agreement, the Pledge and the Mezzco V Pledge.  This paragraph shall not be construed as an agreement or privilege to extend the date of the payment of the Indebtedness, nor as a waiver of any other right or remedy accruing to Mezzanine Lender by reason of the occurrence of any Event of Default, and Mezzanine Lender retains its rights under the Mezzanine Notes to accelerate and to continue to demand payment of the Indebtedness upon the happening of any Event of Default.

2.2.2        Method and Place of Payment.

(a)               On each Payment Date, Mezzanine Borrower shall pay to Mezzanine Lender interest accruing pursuant to the Mezzanine Notes for the entire Interest Period during which said Payment Date shall occur.

(b)               All amounts advanced by Mezzanine Lender pursuant to the applicable provisions of the Mezzanine Loan Documents, other than the Principal Amount, together with any interest at the Default Rate or other charges as provided therein, shall be due and payable hereunder as provided in the Mezzanine Loan Documents.  In the event any such advance or charge is not so repaid by Mezzanine Borrower, Mezzanine Lender may, at its option, first apply any payments received under the Mezzanine Notes to repay such advances, together with any interest thereon, or other charges as provided in the Mezzanine Loan Documents, and the

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balance, if any, shall be applied in payment of any installment of interest or principal then due and payable.

(c)               The Maturity Date Payment shall be due and payable in full on the Maturity Date.

2.2.3        Late Payment Charge.  If any principal, interest or any other sums due under the Mezzanine Loan Documents (other than the outstanding Principal Amount due and payable on the Maturity Date) is not paid by Mezzanine Borrower on or prior to the date on which it is due, Mezzanine Borrower shall pay to Mezzanine Lender upon demand an amount equal to the lesser of three percent (3%) of such unpaid sum or the Maximum Legal Rate (the “Late Payment Charge”) in order to defray the expense incurred by Mezzanine Lender in handling and processing such delinquent payment and to compensate Mezzanine Lender for the loss of the use of such delinquent payment.  Any such amount shall be secured by this Agreement, the Pledge, the Mezzco V Pledge, and the other Mezzanine Loan Documents to the extent permitted by applicable law.

2.2.4        Usury Savings.  This Agreement and the Notes are subject to the express condition that at no time shall Mezzanine Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Mezzanine Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate.  If, by the terms of this Agreement or the other Mezzanine Loan Documents, Mezzanine Borrower is at any time required or obligated to pay interest on the principal balance due under the Mezzanine Notes at a rate in excess of the Maximum Legal Rate, then the LIBOR Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due under the Mezzanine Notes.  All sums paid or agreed to be paid to Mezzanine Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.3           Prepayments.  No prepayments of the Indebtedness shall be permitted except as set forth in this Section 2.3 and Section 4 of the Mezzanine Notes.  If Mezzanine Borrower tenders payment of any part of the Indebtedness other than in accordance with Sections 2.3.1, 2.3.2 or 2.3.4, (a) such payment may be made only on the next occurring Payment Date together with all unpaid interest thereon as calculated through the end of the Interest Period during which such Payment Date occurs (even if such period extends beyond such Payment Date and calculated as if such payment had not been made on such Payment Date), and (b) Mezzanine Borrower shall pay, in addition to the Indebtedness, an amount equal to the Prepayment Fee and all other fees and sums payable hereunder or under the Mezzanine Loan Documents.

2.3.1        Mandatory Prepayments.  If there shall occur a casualty or Taking in respect of the Property and as a result thereof the Loan (Mortgage) and each of the Senior Mezzanine Loans are prepaid in whole or in part, then, to the extent that there shall be excess proceeds or

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