Station Casinos Corp. (Form: S-1/A, Received: 11/23/2015 06:02:58)

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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on November 23, 2015

Registration No. 333-207397

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

AMENDMENT NO. 1
to

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STATION CASINOS CORP.
(Exact Name of Registrant as Specified in its Charter)


Delaware (State or other jurisdiction of incorporation or organization)		7990 (Primary Standard Industrial Classification Code Number)		47-5081182 (I.R.S. Employer Identification Number)

1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
(702) 495-3000
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Frank J. Fertitta III
Chief Executive Officer
Station Casinos Corp.
1505 South Pavilion Center Drive
Las Vegas, Nevada 89135
(702) 495-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)


with copies to:
Kenneth J. Baronsky, Esq. Deborah J. Conrad, Esq. Milbank, Tweed, Hadley & McCloy LLP 601 South Figueroa Street, 30th Floor Los Angeles, California 90017 (213) 892-4000		Joseph A. Hall Byron B. Rooney Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee(3)




Class A Common Stock, par value $0.01 per share	$100,000,000	$10,070.00

(1): Estimated solely for the purpose of calculating amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.
(2): Includes shares of Class A Common Stock subject to the underwriters' right to purchase additional shares.
(3): Registration fee previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion
Preliminary Prospectus dated November 23, 2015

PROSPECTUS

Shares

Station Casinos Corp.

Class A Common Stock

This is an initial public offering of shares of Class A Common Stock of Station Casinos Corp.

Station Casinos Corp. is offering of the shares to be sold in this Offering. The selling stockholders identified in this prospectus are offering an additional shares.

Prior to this Offering, there has been no public market for the Class A Common Stock. It is currently estimated that the initial public offering price per share will be between $ and $ per share. We intend to apply to list our shares of Class A Common Stock on under the symbol " ."

Following this Offering, we will have two classes of authorized common stock. Shares of Class A Common Stock will have one vote per share. Shares of Class B Common Stock held by certain existing owners will have ten votes per share. All other shares of Class B Common Stock will have one vote per share. Affiliates of Frank J. Fertitta III, our Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, a member of our board of directors, will hold the substantial majority of our issued and outstanding Class B Common Stock having ten votes per share. As a result, the Fertitta family will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and bylaws and the approval of any merger or sale of substantially all of our assets. Accordingly, we will be a "controlled company." See "Management."

See "Risk Factors" beginning on page 20 to read about factors you should consider before buying shares of our Class A Common Stock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total

Public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us(1)	$	$
Proceeds, before expenses, to the selling stockholders	$	$

(1): The underwriters will receive compensation in addition to the underwriting discount. See "Underwriting (Conflicts of Interest)."

To the extent that the underwriters sell more than shares of our Class A Common Stock, the underwriters have the option to purchase up to an additional shares of our Class A Common Stock from us at the initial public offering price less the underwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on or about , 2015.


Deutsche Bank Securities		J.P. Morgan		BofA Merrill Lynch		Goldman, Sachs & Co.

Prospectus dated , 2015

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TABLE OF CONTENTS

		Page

PROSPECTUS SUMMARY			1
THE OFFERING			13
SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL AND OTHER DATA			17
RISK FACTORS			20
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS			44
THE REORGANIZATION OF OUR CORPORATE STRUCTURE			46
USE OF PROCEEDS			51
DIVIDEND POLICY			52
CAPITALIZATION			53
DILUTION			55
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			57
SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA			68
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			71
DESCRIPTION OF OUR BUSINESS			100
MANAGEMENT AND DIRECTORS			126
EXECUTIVE COMPENSATION			134
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			150
PRINCIPAL AND SELLING STOCKHOLDERS			159
DESCRIPTION OF CAPITAL STOCK			163
SHARES ELIGIBLE FOR FUTURE SALE			169
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS			171
UNDERWRITING (CONFLICTS OF INTEREST)			175
LEGAL MATTERS			187
EXPERTS			187
WHERE YOU CAN FIND MORE INFORMATION			187
INDEX TO FINANCIAL STATEMENTS			F-1

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we, the selling stockholders nor the underwriters take any responsibility for, or can provide any assurance as to the reliability of, any information other than the information in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. We, the selling stockholders and the underwriters are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A Common Stock.

In this prospectus, unless otherwise stated or the context otherwise requires:

•: the "Company," "Station," "we," "our," and "us" refer (1) subsequent to the consummation of this Offering and the reorganization transactions described under "The Reorganization of Our Corporate Structure" (referred to in this prospectus as the "Offering and Reorganization Transactions"), to Station Casinos Corp., a Delaware corporation, or "Station Corp.," and its consolidated subsidiaries and (2) prior to the consummation of the Offering and Reorganization Transactions, to (a) Station Holdco LLC, a Delaware limited liability company, or "Station Holdco," and its consolidated subsidiaries for periods following June 17, 2011 and (b) Station

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Casinos, Inc. and its consolidated subsidiaries ("STN" or "STN Predecessor") for periods prior to June 17, 2011. See "The Reorganization of Our Corporate Structure."

•: References to LLC Units in this prospectus are to limited liability company interests in Station Holdco.
•: References to our Principal Equityholders in this prospectus are to (i) FI Station Investor LLC ("FI Station Investor"), an entity that is owned by Frank J. Fertitta III, our Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, a member of our board of directors, and certain of our other executive officers, (ii) Frank J. Fertitta III and Lorenzo J. Fertitta, or any of their spouses or lineal descendants, and (iii) any trust or entity, other than the Company, that is controlled by, or established for the benefit of, or the estate of Frank J. Fertitta or Lorenzo J. Fertitta or their spouses or lineal descendants (collectively, the "Fertitta Family Entities").
•: When we present information on a "pro forma" basis, such information gives pro forma effect to the Offering and Reorganization Transactions and such other transactions described in this prospectus under "Unaudited Pro Forma Condensed Combined Financial Information."

Presentation of Financial Information

Station Corp. is a newly-formed Delaware corporation with no operations. Station Casinos LLC ("Station LLC") is a gaming and entertainment company that owns, operates and manages hotel and casino properties. Station Holdco LLC and Station Voteco LLC ("Station Voteco") hold all of the economic and voting interests, respectively, in Station LLC (collectively, "Station Holdco"). Station LLC operates under management agreements with Fertitta Entertainment LLC ("Fertitta Entertainment").

On April 30, 2012, Station Holdco and Fertitta Entertainment and their respective consolidated subsidiaries became under the common control of brothers Frank J. Fertitta III and Lorenzo J. Fertitta, who collectively hold more than 50% of their voting and economic interests.

In October 2015, Station LLC entered into an agreement to purchase all of the outstanding membership interests of Fertitta Entertainment (the "Fertitta Entertainment Acquisition") which constitutes the acquisition of an entity under common control.

Unless otherwise indicated, the historical financial information of Station Holdco, our predecessor for accounting purposes in this prospectus, represents the effect of the retrospective combination of the financial statements of Station Holdco and Fertitta Entertainment for all periods subsequent to April 30, 2012.

Non-GAAP Financial Measures

We have included a presentation of Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") in this prospectus that is not in accordance with generally accepted accounting principles ("GAAP"). We believe that Adjusted EBITDA is a widely used measure of operating performance in our industry and is a principal basis for valuation of gaming companies. We believe that in addition to operating income, Adjusted EBITDA is a useful financial performance measurement for assessing our operating performance because it provides information about the performance of our ongoing core operations excluding non-cash expenses, financing costs, and other non-operational items. Further, Adjusted EBITDA does not represent net income or cash flows from operating, investing or financing activities as defined by GAAP and should not be considered as an alternative to net income as an indicator of our operating performance. Additionally, Adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. In addition, it should be noted that not all gaming companies that report EBITDA or adjustments to this measure may calculate EBITDA or such adjustments in the same manner as we do, and therefore, our measure of Adjusted EBITDA may not be comparable to similarly titled measures used by other gaming companies. See "Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data" for definitions of the non-GAAP financial measures used in this prospectus and reconciliations thereof to the most directly comparable GAAP measures.

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PROSPECTUS SUMMARY

This summary highlights selected information about us and this Offering but does not contain all of the information that you should consider before investing in our Class A Common Stock. Before making an investment decision, you should read this entire prospectus carefully, including the discussion under the heading "Risk Factors" and the combined financial statements and related notes thereto contained elsewhere in this prospectus. This prospectus includes forward looking-statements that involve risks and uncertainties. See "Forward-Looking Statements" for more information.

Our Company

We are a leading gaming, development and management company operating 21 strategically-located casino and entertainment properties. We have developed over $5 billion of regional gaming and entertainment destinations in multiple jurisdictions. In addition, we are an established leader in Native American gaming, managing facilities in northern California and western Michigan. We began operations in 1976 with a 5,000 square foot casino featuring 100 slot machines and have grown through development and acquisitions to become a premier provider of gaming and entertainment for residents of the Las Vegas regional market and visitors. Our Las Vegas portfolio includes nine major gaming and entertainment facilities and ten smaller casinos (three of which are 50% owned), offering approximately 19,500 slot machines, 300 table games and 4,000 hotel rooms. Our Las Vegas properties are broadly distributed throughout the market and easily accessible, with over 90% of the Las Vegas population located within five miles of one of our gaming facilities. We offer convenience and a wide variety of gaming and non-gaming entertainment options to attract guests to our properties which range from luxury resorts to value-oriented casinos. We also provide friendly service and exceptional value in a comfortable environment. Most of our major properties are master-planned for expansion, enabling us to incrementally expand our facilities as demand dictates. We also own or control six highly desirable gaming-entitled development sites consisting of approximately 290 acres in Las Vegas and Reno, Nevada.

We believe that the Las Vegas regional market is one of the most attractive gaming markets in the United States due to favorable economic and market fundamentals, a number of which drive demand for our products. The following 2014 metrics indicate that an economic recovery is underway in the Las Vegas regional market:

•: Population growth was more than two-and-a-half times the national average;
•: Las Vegas was among the leaders in the nation in employment growth at 4.0%, compared to the national average of 1.9%;
•: Home value appreciation of 18.7%, compared to the national average of 5.6%;
•: Las Vegas welcomed a record 41.1 million visitors; and
•: Over $12 billion in new investments have been recently completed or are either in the planning stages or actively under development in Las Vegas.

In addition to these favorable demand drivers, the Las Vegas regional market provides a stable and highly attractive tax structure, as well as legal limitations that restrict the development of additional off-Strip gaming properties. In particular:

•: Nevada offers the lowest gaming tax rate in the United States at 6.75%, and has only raised gaming taxes once in the last 28 years;
•: Nevada State Senate Bill 208 ("SB 208"), enacted in 1997, significantly limits the construction of casinos in the Las Vegas valley; and

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•: No new major gaming facilities have opened in the Las Vegas regional market that cater predominantly to Las Vegas residents since 2009 and no new development of such facilities has been announced.

We are intensely focused on providing the best possible guest experience and creating guest loyalty. Our "Boarding Pass" loyalty program, which allows members to earn and redeem rewards at any of our properties, has achieved high levels of guest use with a significant majority of our gaming revenue generated by Boarding Pass members. In addition, nearly half of the adult population of the Las Vegas metropolitan area are members of our Boarding Pass program and have visited one or more of our properties during the twelve months ended September 30, 2015. The Boarding Pass also has significant brand recognition and guest value, as evidenced by being selected "Best Players Club" for each of the last 15 years by the Las Vegas Review Journal.

We became a publicly traded company in 1993 and, following a significant period of development and expansion between 1993 and 2007, were taken private in 2007 in a management-led buyout. Impacted by the financial crisis between 2008 and 2011, we completed a restructuring in June 2011. Since that time, we have:

•

Further strengthened our capital structure by:

•: Reducing total debt by $410 million to $2.1 billion as of September 30, 2015 (excluding a $114 million non-recourse land loan) from approximately $2.45 billion; and
•: Significantly reducing the ratio of total debt to Adjusted EBITDA.

•

Invested $350 million in capital improvements to maintain and enhance our properties, including:

•: Adding and renovating numerous non-gaming amenities across our portfolio;
•: Continuing to refresh our gaming floors with the latest products and technology;
•: Creating innovative technology products such as mobile sports betting applications and interactive marketing kiosks; and
•: Investing in information technology to improve our systems and protect our and our guests' proprietary data.

•

Improved our profitability:

•: For the year ended December 31, 2014 compared to the year ended December 31, 2013, Adjusted EBITDA increased 10.2% and Adjusted EBITDA margin improved by 207 basis points to 30.9% while net income from continuing operations increased by 265.8% following a net loss in 2013 primarily as a result of debt refinancing charges.
•: For the nine months ended September 30, 2015 compared to the same period in 2014, Adjusted EBITDA increased 12.8% and Adjusted EBITDA margin improved 230 basis points to 32.4% while net income from continuing operations increased by 1.6%.

See "Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data" for the definition of Adjusted EBITDA and a reconciliation of this non-GAAP metric to the most directly comparable GAAP metric.

We believe that our high-quality assets, market-wide distribution and award-winning Boarding Pass loyalty program will allow us to achieve significant benefits from improving economic conditions in Las Vegas. Further, our refined cost structure will help maximize the flow-through of net revenue to Adjusted EBITDA, as additional economic growth drives incremental revenue at our properties. These factors position us well for future growth, including expanding our existing properties, developing our

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strategic real estate portfolio, pursuing new management contracts, and opportunistically acquiring existing properties and pursuing new developments in other markets.

Our Competitive Strengths

We believe the following competitive strengths position us well for future growth and financial performance.

Portfolio of highly attractive assets broadly distributed throughout Las Vegas

We own and operate 19 strategically-located casino and entertainment properties in the Las Vegas regional market, and over 90% of the Las Vegas population is located within five miles of one of our casinos. All of our properties enjoy convenient access and visibility from an interstate highway or major thoroughfare. As of September 30, 2015, our 19 Las Vegas properties offered the following gaming and non-gaming amenities:

•: 19,410 slot and video poker machines featuring the latest technology and most popular themes in a variety of denominations;
•: 310 table games, including blackjack, baccarat, craps, roulette and high-limit gaming salons;
•: 4,041 hotel rooms ranging from value-oriented garden rooms to one-of-a-kind luxury suites of more than 7,500 square feet;
•: 114 food and beverage venues, including 56 restaurants ranging from fine dining to casual dining and 58 quick-serve outlets;
•: 52 bars and lounges ranging from casual country to ultra-modern chic, featuring signature cocktails, live music and dancing;
•: 270,000 square feet of flexible convention and meeting space ranging from boardrooms to ballrooms;
•: 24 live entertainment venues ranging from intimate lounges to the 5,000-seat outdoor Sunset Amphitheater, and hosting a wide variety of acts from rock and country headliners to cover bands and comedians;
•: 96 movie screens in seven theaters with IMAX 3D, private viewing boxes and the latest sound and seating technology; and
•: 264 bowling lanes in four state-of-the-art facilities, featuring cosmic bowling, VIP lanes, private party suites and cocktail lounges.

We take great pride in the appearance of our properties and have historically invested a considerable amount of capital to maintain, refresh and enhance our properties in a manner that is consistent with our high standards and to position our properties as best-in-class.

The Las Vegas economy has begun to recover from the economic downturn and recent trends indicate that the recovery is ongoing. We believe the Las Vegas regional market is one of the most attractive gaming markets in the United States due to its strong economic and demographic fundamentals, a stable and supportive regulatory environment, the lowest gaming tax rate in the nation and significant current and announced investment.

Large and Loyal Customer Base

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Vegas metropolitan area are members of our Boarding Pass program and have visited one or more of our properties during the twelve months ended September 30, 2015. The Boarding Pass also has significant brand recognition and guest value, as evidenced by being selected "Best Players Club" for each of the last 15 years by the Las Vegas Review Journal. The Boarding Pass encourages guest loyalty and allows us to provide tailored promotions, messaging and guest experience. The program links all of our properties, allowing players to earn and redeem points at any of our properties, from our full-scale luxury entertainment facilities to our local taverns, providing unparalleled diversity of experience, which we believe provides us with a competitive advantage. We believe that our targeted marketing strategies creates guest loyalty, as a significant majority of our Boarding Pass members who were in our database as of December 31, 2014 continued to visit our properties in the first nine months of 2015. We believe these marketing strategies will enable us to continue to grow our database and promote repeat visitation by Boarding Pass members.

Well positioned for growth

We believe that our uniquely positioned platform will continue to benefit from the ongoing recovery of the Las Vegas economy through increased visitation and guest spend, as population, employment and wage growth are all critical drivers of both gaming and non-gaming revenues. The Las Vegas regional market began to experience employment growth in 2011 and wage growth in 2014. As employment levels and wages continue to improve, we expect continued growth in gaming revenues, which at $2.1 billion for the twelve months ended September 30, 2015 remained almost 20% below peak levels experienced in the Las Vegas regional market in 2007. We believe our existing cost structure, featuring the industry's lowest gaming tax rate, contributes to lower variable costs and creates a scalable platform to support higher margin growth. We also believe that our capital structure provides us with the flexibility to pursue additional growth opportunities.

While a number of important regional metrics that drive demand for our products such as population, employment (measured by number of jobs) and taxable sales are above or approaching pre-recession peak levels, other metrics such as the unemployment rate, average weekly wages, home prices, and most importantly, gaming and non-gaming revenues in the Las Vegas regional market, remain well below peak levels experienced prior to the recession.

Innovative management team and owner-operator alignment with shareholders

We believe that one of our competitive strengths has been the ability of our highly-experienced management team, led by the Fertitta family, to identify, develop and execute innovative and value-creating opportunities. Examples include identifying the Las Vegas regional market niche in 1976, developing the regional entertainment destination concept through multiple major casino openings in the 1990's and 2000's, introducing the highly successful Boarding Pass loyalty reward program in 1999, and capitalizing on the opportunity created by Nevada's passage of SB 208 through a series of strategic acquisitions and new developments. Outside of Las Vegas, we leveraged our business model by entering into development and management agreements with several Native American tribes and developed and operated some of the most successful Native American casinos in the country.

We have developed over $5 billion of gaming facilities, with each new property being designed for its market and benefiting from the experience gained from our prior projects. We have also developed proprietary data analytics which allow us to monitor revenues and operational expenses on a daily basis, benchmark results across properties, and provide real-time information for management decision-making. The application of our analytics and in-house technologies have resulted in Adjusted EBITDA margins that compare favorably to our public peers over the past several years.

The Fertitta family has maintained significant ownership in the Company since it was founded in 1976, and is expected to remain our largest shareholder after this Offering. We believe the owner-

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operator dynamic of the Fertitta family's continued leadership, together with its significant ownership, results in a high degree of alignment with our shareholders.

Our Business Strategy

Continue to provide a high quality, value-oriented gaming and entertainment experience

We are committed to providing a high-value entertainment experience for our guests, as our significant level of repeat visitors demand exceptional service, variety and quality in their overall experience. We offer a broad array of gaming options, including the most popular slot and video poker products, and the latest technological innovations in slots, table games and sports wagering. We believe that providing a wide variety of entertainment options is also a significant factor in attracting guests. In particular, we feature multiple dining options at all of our major properties, which is a primary motivation for casino visits. We are dedicated to ensuring a high level of guest satisfaction and loyalty by providing attentive guest service in a convenient, friendly and casual atmosphere. As part of our commitment to providing a high value entertainment experience and to stimulate visitation, we regularly refresh and enhance our gaming and non-gaming amenities.

Generate revenue growth through targeted marketing and promotional programs

Our significant advertising programs generate consistent brand awareness and promotional visibility. Our ability to advertise under a single brand across our portfolio also allows us to achieve material economies of scale. While we primarily advertise through traditional media such as television, radio and newspaper, we continue to increase our focus on reaching and engaging guests through social, digital and mobile solutions.

We employ an innovative marketing strategy that utilizes our frequent high-profile promotional programs to attract and retain guests, while also establishing and maintaining a high level of brand recognition. Our proprietary customer relationship management systems are highly attuned to how guests interact with our properties and products. This information allows us to focus on targeting guests based on their preferences. We believe that our focused marketing allows us to create greater guest loyalty. We continually refine our database marketing programs to drive visitation and increase profitability. We recently introduced custom kiosk games to enhance the promotional engagement and experience of our Boarding Pass members. We plan to continue developing these custom interactive games to retain and build our guest database. We have also developed progressive mobile solutions to engage our current guests and attract new guests.

Maximize business profitability

During our nearly 40-year history, we have developed a culture that focuses on operational excellence and cost management. We believe that this focus has contributed to Adjusted EBITDA margins that compare favorably to our public peers over the past several years. Our internally developed proprietary systems and analytical tools provide us with the ability to closely monitor revenues and operational expenses and provide real-time information for management solutions. Detailed benchmarking across our 21 properties also allows us to create and take advantage of best practices in all functional areas of our business. We believe our existing cost structure, which has low variable costs, can support significant incremental revenue growth while maximizing the flow-through of revenue to Adjusted EBITDA.

Utilize strong capital structure to drive growth and shareholder returns

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provide us the ability to build master-planned expansions, pursue acquisitions and/or seek new development opportunities in an effort to maximize shareholder returns.

Our Growth Strategy

Drive same store growth

As the Las Vegas economy recovers, we believe population, employment levels, wages and consumer confidence will continue to improve. We believe we are uniquely positioned to benefit from this growth through increased guest spend and visitation. We believe our existing Las Vegas portfolio should benefit from improving economic conditions resulting in ongoing same-store growth.

In addition to our existing capacity, most of our major properties and managed casinos have been master-planned for future growth. As such, we have the ability to meet demand and increase revenue by developing additional facilities at those properties, which may include additional gaming, hotel rooms, meeting and conference space, restaurants or entertainment venues.

The Native American gaming facilities we manage are also positioned for same-store growth. Since opening in November 2013, Graton Resort & Casino ("Graton Resort"), the largest gaming and entertainment facility in the San Francisco Bay area, has shown steadily improving business levels. Graton Resort also recently broke ground on a $175 million expansion, which includes a 200-room hotel, convention space and other resort amenities and is expected to be complete in the fall of 2016. In addition, Graton Resort and Gun Lake Casino are both positioned to benefit from the continued improvement of the overall economy, which should yield increased management fees without our need to invest additional capital.

Pursue growth opportunities

We own or control six highly desirable gaming-entitled development sites consisting of approximately 290 acres in Las Vegas and Reno, Nevada. As such, we believe we are well positioned to capitalize on future demand for additional gaming and entertainment facilities driven by growth in these markets.

We also control and continue to pursue the development of the North Fork Rancheria's casino project. The tribe's potential casino site is located adjacent to the Golden State Highway approximately 15 miles north of Fresno, California. With over 1.1 million people in the Fresno-Madera metropolitan area and approximately 22 million vehicles per year driving past the site, we believe the tribe has one of the most favorable gaming locations in the California central valley. We also believe that we may be able to leverage our existing relationships in Native American gaming and our track record of successful development and management of Native American casinos to secure additional development opportunities.

In addition, our development and operational expertise will allow us to evaluate and potentially pursue domestic and/or international development and acquisition opportunities in both existing and emerging markets.

Industry and Market Opportunity

Gaming continues to be a significant and growing sector of the global economy. Gaming markets can generally be categorized as either destination markets, such as the Las Vegas Strip, frequented by out-of-town visitors who travel long distances for multi-night stays, or regional markets where guests are predominantly from within 150 miles with much more frequent visitation. Regional gaming markets can be highly impacted by macroeconomic factors including population growth, unemployment, wage growth, gas prices, consumer confidence, consumer discretionary spending, tax rates and home values. Regional gaming markets are also impacted by new supply being introduced when the state or an

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adjacent state legalizes or expands gaming. In addition, regional gaming markets may be impacted by regulatory changes such as a tax increase or a smoking ban, which can negatively impact gaming revenues at existing facilities.

The Las Vegas Gaming Market

Las Vegas is the largest and most prominent gaming market in the United States with approximately 103,000 slot machines, 4,600 table games and $9 billion in gaming revenue in 2014 based on data from the Nevada Gaming Control Board covering Clark County, but excluding Laughlin and Mesquite. Las Vegas currently offers nearly 150,000 hotel rooms and enjoyed an occupancy rate of 86.8% in 2014. Over the past two decades, Las Vegas resorts have focused on attracting more than just gaming patrons as operators have invested heavily in non-gaming attractions and amenities. As a result, Las Vegas has become one of the nation's most popular convention and meeting destinations and draws leisure travelers attracted to its restaurants, shopping, and entertainment, as well as its gaming amenities. Since the end of the economic recession in 2009, Las Vegas has seen a rebound in visitation, welcoming a record 41.1 million visitors in 2014, up 13.1% from 2009.

The Las Vegas Regional Market

Although world-renowned for its destination resorts along the Las Vegas Strip, southern Nevada also hosts one of the largest and most vibrant regional gaming markets in the United States. The Las Vegas regional market, comprised primarily of the residents who live and/or work in the Las Vegas area, generated revenue of $2.1 billion for the twelve months ending September 30, 2015, which was approximately 4.5% higher than the trough that occurred during the twelve months ended December 31, 2010, based on data from the Nevada Gaming Control Board covering Clark County, but excluding the Las Vegas Strip, Laughlin, Mesquite and Downtown.

Strong Population, Employment and Wage Growth

The Las Vegas economy, although severely impacted by the recession and housing crisis that spanned from 2008 to 2011, began to stabilize in 2012 and, based on population and employment growth, is once again one of the fastest growing economies in the United States. In 2014, population growth in Las Vegas was approximately two-and-a-half times the national average and Las Vegas was among the national leaders in employment growth with a 4.0% increase in employment compared to the national average of 1.9%. Another important factor impacting the financial health of Las Vegas residents is wage growth, which lagged other post-recession economic indicators until 2014 when average weekly wages grew 2.3% for the year. In addition, a large portion of our guests are retirees, and Las Vegas continues to experience steady growth in retirees with the percentage of the population aged 65 and over increasing to 13.3% in 2014, from 10.6% in 2005. We believe workers and retirees will continue to be attracted to Las Vegas due to its economic momentum, availability of diverse jobs, lack of state income and estate taxes, relatively affordable housing, mild climate and multitude of entertainment and recreation options.

Increased Spending and Improving Home Values

Businesses and consumers in Las Vegas continue to increase their spending as evidenced by 26 consecutive months of year-over-year increases in taxable retail sales from July 2013 to August 2015. Home values have also improved significantly over the past several years with the median price of an existing single family home in Las Vegas up approximately 90% as of August 2015 compared to January 2012.

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Significant Capital Investment and Development

This recent momentum has spurred another wave of investment in a number of sectors within the Las Vegas economy. Over $12 billion in new project and infrastructure investments have been recently completed or are either in the planning stages or under active development in the Las Vegas valley. These projects include the Las Vegas Arena (MGM & AEG joint venture), Strip destination resorts Alon Las Vegas and Resorts World Las Vegas; major infrastructure expansion, including Project Neon, which is a multi-phase highway improvement project that will expand Interstate 15; the Las Vegas Convention and Visitors Authority's convention center district expansion; Union Village, a massive new healthcare complex; a number of major manufacturing facilities; and other public and private sector investments. A number of these projects will not only create construction jobs for area residents, but will also provide a significant number of full-time employment opportunities upon opening. In addition to the direct impact of these investments, new projects typically have the indirect effect of creating additional employment as a result of local spending. Increases in employment and wages have historically benefited the Las Vegas regional market as additional disposable income among Las Vegas residents has historically coincided with increases in spending on both gaming and non-gaming activities.

Limited New Casino Development

Even as the Las Vegas economy continues to rebound, new casino gaming development in the Las Vegas regional market remains limited. Since 2009, there have been no new casino openings that cater predominantly to Las Vegas residents and no new development of such facilities has been announced. We also believe that the development of new casino facilities will continue to be limited due to SB 208, which limited casino gaming in the Las Vegas valley to specified gaming districts and established more restrictive criteria for the creation of new gaming districts.

Stable Regulatory Environment and Lowest Gaming Tax Rate in the United States

The Las Vegas regional market also benefits from local and state laws and regulations which are accommodative to business in general and, more specifically, the gaming industry, including a stable and highly favorable tax structure. Of states offering commercial gaming, Nevada has the lowest gaming tax rate at 6.75%. Further, the Nevada gaming tax rate has remained unchanged since 2003, when it was changed for the first time since 1987 and only increased by 50 basis points. By contrast, the highest gaming tax rate in the United States is 69% in New York and the average gaming tax rate in the United States is 33%.

Our Structure

Following the consummation of the Offering and Reorganization Transactions, Station Corp. will be a holding company and its sole asset will be its direct and indirect equity interest in Station Holdco. Station Corp. will operate and control all of the business and affairs and consolidate the financial results of Station Holdco and its subsidiaries. Prior to the completion of this Offering, Station Holdco will amend and restate its limited liability company agreement to, among other things, modify its capital structure by converting the different classes of interests currently held by its existing owners into one class of limited liability company interests, or LLC Units. Station Corp., Station Holdco and the existing owners are expected to enter into an exchange agreement under which (subject to the terms of the exchange agreement) the existing owners will have the right to exchange their LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Station Corp.'s Class A Common Stock on a one-for-one basis or, at our election, for cash. When LLC Units and a corresponding number of shares of Class B Common Stock are exchanged for Class A Common Stock by a holder of LLC Units pursuant to such exchange, such shares of Class B Common Stock will be cancelled.

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Our business is currently managed by Fertitta Entertainment pursuant to management agreements that each have a term of 25 years and were entered into in June 2011. Frank J. Fertitta III, our Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, a member of our board of directors, own a majority of the equity interests of each of Fertitta Entertainment and Station Holdco. All but one of our executive officers (other than Daniel J. Roy) and certain other key personnel are employed by Fertitta Entertainment and provide services to us pursuant to the management agreements. As compensation for the management services provided to us, Fertitta Entertainment receives a base management fee equal to two percent of the gross revenues attributable to our properties and an incentive management fee equal to five percent of positive EBITDA of our properties. In connection with this Offering, we expect to consummate the Fertitta Entertainment Acquisition. Upon consummation of the Fertitta Entertainment Acquisition, we expect to assume or enter into new employment agreements or other employment relationships with our executive officers and other individuals who were employed by Fertitta Entertainment and provided services to us through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition. See "Certain Relationships and Related Party Transactions—Acquisition of Fertitta Entertainment."

We estimate that the net proceeds to us from the sale of our Class A Common Stock in this Offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be approximately $ million ($ million if the underwriters exercise their option to purchase additional shares in full), based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use such net proceeds as follows:

•: $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) to acquire newly-issued LLC Units in Station Holdco.
•: In turn, Station Holdco intends to use $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) of the proceeds it receives from us to pay a portion of the purchase price for the Fertitta Entertainment Acquisition. The balance of the Fertitta Entertainment Acquisition will be funded by debt incurred by Station LLC.
•: $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) to purchase LLC Units from certain of our existing owners, at a per-LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this Offering. Accordingly, we will not retain any of these proceeds. We expect that we will purchase an aggregate of LLC Units from FI Station Investor (or LLC Units if the underwriters exercise their option to purchase additional shares in full).

The following chart summarizes our organizational structure following the consummation of the Offering and Reorganization Transactions and the Fertitta Entertainment Acquisition. This chart is

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provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us:

(1): Shares of Class A Common Stock and Class B Common Stock vote as a single class. Each outstanding share of Class A Common Stock will be entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding

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shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. In accordance with the exchange agreement to be entered into in connection with the Offering and Reorganization Transactions, holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash.

(2): As part of the Offering and Reorganization Transactions, ADVSTRA SC Holdings, LLC, CAPINC SC Holdings, LLC, PAIN SC Holdings, LLC, PRTN SC Holdings, LLC, STRAINC SC Holdings, LLC, Serengeti SC Blockerco LLC, PB Investor I LLC and PB Investor II LLC, Delaware entities that have elected to be taxed as a corporation for U.S. federal income tax purposes (the "Merging Blockers"), will merge with newly-formed subsidiaries of Station Corp. in transactions intended to qualify as tax-free for U.S. federal income tax purposes (referred to herein as the "Blocker Mergers"). In the Blocker Mergers, the owner(s) of each Merging Blocker will collectively receive one share of Class A Common Stock for each LLC Unit owned by such Merging Blocker and such number of LLC Units as would be issuable upon a cashless exercise of the Warrants (defined below) held by such Merging Blocker. In the aggregate, approximately number of shares of Class A Common Stock of Station Corp. are expected to be issued as consideration in the Blocker Mergers, assuming an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). The number of shares of Class A Common Stock issued in the Blocker Mergers will depend on the actual initial public offering price per share.

Warrants to purchase an aggregate of LLC Units (including warrants held by the Merging Blockers) at an exercise price of $ per LLC Unit and LLC Units at an exercise price of $ per LLC Unit (collectively, the "Warrants") will become exercisable upon consummation of this Offering. We expect that the Warrants will be amended to provide for cashless exercise for LLC Units and that all of the Warrants will be exercised promptly following consummation of this Offering. Assuming that all of the outstanding Warrants are exercised on a cashless basis and an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), an aggregate of shares of Class A Common Stock (on an as- exchanged basis) will be issuable upon exercise of the Warrants (excluding Warrants held by the Merging Blockers).
(3): Holders of profit units issued by Station Holdco, all of whom are current or former employees of Station LLC, will receive restricted shares of Class A Common Stock issued pursuant to the terms of our new Station Casinos Corp. 2015 Equity Incentive Plan in substitution for such profit units. As of September 30, 2015, an aggregate of 10,177,605 Station Holdco profit units were outstanding. Pursuant to the terms of the Station Holdco Amended and Restated Profit Unit Plan, an aggregate of restricted shares of Class A Common Stock will be substituted for the outstanding Station Holdco profit units (assuming an initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the number of restricted shares of Class A Common Stock issuable in substitution for the profit units by shares.
(4): A portion of these LLC Units will be held by subsidiaries of Station Corp. Assumes no exercise of the underwriters' option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, (i) the shares of Class A Common Stock held by public shareholders will constitute % of the voting power in Station Corp., (ii) holders of Class B Common Stock will have % of the voting power of Station Corp., (iii) the LLC Units held by

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the existing owners will constitute % of the outstanding LLC Units in Station Holdco, and (iv) Station Corp. will own % of the outstanding LLC Units in Station Holdco.

See "The Reorganization of Our Corporate Structure," "Certain Relationships and Related Party Transactions" and "Description of Capital Stock" for more information on the exchange agreement and the rights associated with our common stock and the LLC Units.

Risks Associated with our Business

An investment in shares of our Class A Common Stock involves a high degree of risk. Below is a summary of certain key risk factors that you should consider in evaluating an investment in shares of our Class A Common Stock:

•: our reliance on the Las Vegas market;
•: the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations;
•: the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations;
•: the effects of intense competition that exists in the gaming industry;
•: the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;
•: our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;
•: the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;
•: the impact of extensive regulation from gaming and other government authorities, including anti-money laundering laws and regulations, on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;
•: risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;
•: adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves;
•: risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and
•: the lack of a public market for our common stock.

This list is not exhaustive. Please read the full discussion of these risks and other risks described under the caption "Risk Factors" beginning on page 20 of this prospectus.

Corporate Information

The Company's principal executive offices are located at 1505 South Pavilion Center Drive, Las Vegas, Nevada, 89135 and its telephone number is (702) 495-3000. The Company's website address is www.sclv.com. Information contained on or accessible through the Company's website is not a part of this prospectus and the inclusion of the website address in this prospectus is an inactive textual reference only.

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THE OFFERING


Issuer		Station Casinos Corp.
Class A Common Stock Offered by Us		shares.
Class A Common Stock offered by Selling Stockholders		shares.
Underwriters' Option to Purchase Additional Shares		We have granted the underwriters a 30-day option to purchase up to additional shares of Class A Common Stock at the initial public offering price less the underwriting discount.
Class A Common Stock to Be Outstanding After this Offering		shares (or shares if the underwriters exercise their option to purchase additional shares in full) (or shares if each outstanding LLC Unit were exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure").
Class B Common Stock to Be Outstanding After this Offering		shares (or shares if the underwriters exercise their option to purchase additional shares in full). In connection with the Offering and Reorganization Transactions, existing owners will purchase for nominal consideration one share of Class B Common Stock for each LLC Unit owned by such existing owner.
		When LLC Units and a corresponding number of shares of Class B Common Stock are exchanged for Class A Common Stock by a holder of LLC Units pursuant to the exchange described below, such shares of Class B Common Stock will be cancelled.
Voting Power Held by Holders of Class A Common Stock After This Offering		% (or % if the underwriters exercise their option to purchase additional shares in full) (or 100% if each outstanding LLC Unit were exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure"). Each share of Class A Common Stock will be entitled to one vote.

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Voting Power Held by Holders of Class B Common Stock After This Offering		% (or % if the underwriters exercise their option to purchase additional shares in full) (or 0% if each outstanding LLC Unit were exchanged for one share of Class A Common Stock, as described under "The Reorganization of Our Corporate Structure"). Each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote.
Exchange		LLC Units, together with an equal number of shares of Class B Common Stock, may be exchanged at any time, in certain minimum increments, for shares of our Class A Common Stock on a one-for-one basis or, at our election, for cash.
Use of Proceeds		We estimate that the net proceeds to us from the sale of our Class A Common Stock in this Offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be approximately $ million ($ million if the underwriters exercise their option to purchase additional shares in full), based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use such net proceeds as follows:
		• $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) to acquire newly-issued LLC Units in Station Holdco.
		• In turn, Station Holdco intends to use $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) of the proceeds it receives from us to pay a portion of the consideration for the Fertitta Entertainment Acquisition. The balance of the purchase price for the Fertitta Entertainment Acquisition will be funded by debt incurred by Station LLC.
		• $ million (or $ million if the underwriters exercise their option to purchase additional shares in full), to purchase LLC Units from certain of our existing owners, at a per-LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this Offering. Accordingly, we will not retain any of these proceeds.

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		We will not receive any proceeds from the sale of shares of Class A Common Stock by the selling stockholders.
Voting Rights		Holders of shares of Class A Common Stock and Class B Common Stock will be entitled to vote on all matters to be voted on by stockholders. Each outstanding share of Class A Common Stock will be entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. The shares of Class B Common Stock will have no economic rights. Each share of our Class B Common Stock will be entitled to only one vote automatically upon it being held by a holder that, together with its affiliates, did not own at least 30% of the outstanding LLC Units immediately following the consummation of this Offering or owns less than 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock). See "Description of Capital Stock—Capital Stock—Class B Common Stock—Voting Rights."
		Holders of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our amended and restated certificate of incorporation.
Dividend Policy		Following this Offering and subject to legally available funds, we intend to pay quarterly cash dividends to the holders of our Class A Common Stock initially equal to $ per share of Class A Common Stock, commencing with the quarter of 201 .
		The declaration, amount and payment of any future dividends will be at the sole discretion of our board of directors. Our board of directors will take into account general economic and business conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries (including Station Holdco) to us, and such other factors as our board of directors may deem relevant. The payment of cash distributions by Station LLC to Station Holdco is restricted under the terms of the agreements governing its outstanding debt, and may be further restricted by other agreements related to indebtedness we incur in the future.

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		Station Corp. is a holding company and has no material assets other than its ownership of Station Holdco. We intend to cause Station Holdco to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Station Holdco makes such distributions to Station Corp., the other holders of LLC Units will be entitled to receive proportionate distributions based on their percentage ownership of Station Holdco.
Ticker Symbol		" "
Risk Factors		See "Risk Factors" and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A Common Stock.
Conflict of Interest		Because Deutsche Bank Securities Inc., an underwriter for this Offering, is an affiliate of German American Capital Corporation, a Maryland corporation ("GACC"), which is a significant stockholder and one of the selling stockholders that will receive more than 5% of the net proceeds of this Offering, a conflict of interest under Financial Industry Regulatory Authority, Inc. ("FINRA") Rule 5121 is deemed to exist. Accordingly, this Offering will be conducted in accordance with that rule. See "Underwriting (Conflicts of Interest)."

Except as otherwise indicated, all information in this prospectus:

•: assumes no exercise of the underwriters' option to purchase additional shares;
•: assumes shares of our Class A Common Stock are issued in respect of grants of restricted stock or are issuable upon exercise of options to purchase shares of Class A Common Stock, in each case pursuant to grants that are expected to be made under the Company's 2015 Equity Incentive Plan to certain of our employees and directors in connection with the Offering. See "Executive Compensation—2015 Equity Incentive Plan";
•: assumes shares of Class A Common Stock are reserved for issuance upon the exchange of LLC Units held by the existing owners immediately following this Offering;
•: assumes shares of Class A Common Stock are issued in the Blocker Mergers;
•: assumes restricted shares of Class A Common Stock are issued to holders of profit units issued by Station Holdco;
•: assumes LLC Units are issued to holders of the Warrants (other than the Merging Blockers); and
•: assumes an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

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SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL AND OTHER DATA

The following summary historical and pro forma condensed combined financial and other data should be read in conjunction with, and are qualified by reference to, "Presentation of Financial Information," "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Combined Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements of Station Holdco and notes thereto included elsewhere in this prospectus.

Station Holdco will be considered Station Corp.'s predecessor for accounting purposes, and the combined financial statements of Station Holdco will be our historical financial statements following this Offering. The summary historical combined financial data of Station Holdco presented below for the nine months ended September 30, 2015 and 2014 and for the years ended December 31, 2014, 2013 and 2012, and as of September 30, 2015 and December 31, 2014 and 2013, have been derived from and should be read together with the combined financial statements of Station Holdco and the accompanying notes, which are contained elsewhere in this prospectus.

The summary unaudited pro forma condensed combined statement of operations data of Station Corp. for the nine months ended September 30, 2015 and the year ended December 31, 2014 presents our combined results of operations giving pro forma effect to the Offering and Reorganization Transactions as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" and the Fertitta Entertainment Acquisition, including the transfer of certain assets and repayment of certain liabilities not included in the Fertitta Entertainment Acquisition (and therefore not reflected in the historical combined financial statements of Station Holdco), as if such transactions occurred on January 1, 2014, and assuming no exercise of the underwriters' option to purchase additional shares.

The summary unaudited pro forma condensed combined balance sheet data of Station Corp. as of September 30, 2015 presents our combined financial position giving pro forma effect to the Offering and Reorganization Transactions as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" and the Fertitta Entertainment Acquisition, including the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta

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Entertainment Acquisition, as if such transactions had occurred on September 30, 2015 and assuming no exercise of the underwriters' option to purchase additional shares.

	Pro Forma		Historical

			Nine Months Ended September 30,
									Year Ended December 31,
	Nine Months Ended September 30, 2015	Year Ended December 31, 2014							Year Ended December 31,
	Nine Months Ended September 30, 2015	Year Ended December 31, 2014	2015			2014			2014			2013			2012(h)
	(unaudited)		(unaudited)
	(dollars in thousands, except per share amounts)
Statement of Operations Data:
Operating revenues:
Casino	$	$	$	683,598		$	662,392		$	897,361		$	882,241		$	885,629
Food and beverage				187,565			177,357			239,212			235,722			237,770
Room				92,311			84,479			112,664			105,630			106,348
Other				52,925			53,434			70,522			67,431			69,704
Management fees				63,703			51,506			68,782			59,758			30,793

Gross revenues				1,080,102			1,029,168			1,388,541			1,350,782			1,330,244
Promotional allowances				(75,918	)		(71,288	)		(96,925	)		(94,645	)		(100,023	)

Net revenues				1,004,184			957,880			1,291,616			1,256,137			1,230,221

Operating costs and expenses:
Casino				257,269			253,127			341,490			339,651			355,199
Food and beverage				121,197			117,126			157,191			161,790			161,167
Room				34,762			34,010			45,479			43,062			43,106
Other				19,537			22,161			28,979			26,580			26,987
Selling, general and administrative				253,941			240,968			320,120			327,820			308,158
Preopening				1,121			286			640			222			311
Depreciation and amortization				103,896			95,600			127,961			128,958			129,267
Management fee expense				—			—			—			—			15,581
Impairment of goodwill				—			—			—			1,183			—
Asset impairment(a)				2,101			11,739			11,739			—			10,066
Write-downs and other charges, net(b)				7,446			20,592			20,956			11,895			9,958

				801,270			795,609			1,054,555			1,041,161			1,059,800

Operating income				202,914			162,271			237,061			214,976			170,421
Earnings from joint ventures				1,070			754			924			1,603			1,773

Operating income and earnings from joint ventures				203,984			163,025			237,985			216,579			172,194
Other (expense) income:
Interest expense, net				(109,030	)		(114,631	)		(151,702	)		(165,220	)		(189,781	)
Loss on extinguishment of debt(c)				(90	)		(4,132	)		(4,132	)		(147,131	)		(51,796	)
Gain on Native American development(d)				—			49,074			49,074			16,974			102,816
Change in fair value of derivative instruments				(4	)		(2	)		(90	)		(291	)		(921	)

				(109,124	)		(69,691	)		(106,850	)		(295,668	)		(139,682	)

Net income (loss) from continuing operations				94,860			93,334			131,135			(79,089	)		32,512
Discontinued operations(e)				(171	)		(42,312	)		(42,548	)		(24,976	)		(13,003	)

Net income (loss)				94,689			51,022			88,587			(104,065	)		19,509
Less: net income (loss) attributable to noncontrolling interests				5,730			(11,921	)		(11,955	)		(9,067	)		(1,606	)

Net income (loss) attributable to Station Holdco	$	$	$	88,959		$	62,943		$	100,542		$	(94,998	)	$	21,115



Basic weighted average number of Class A Common shares outstanding
Basic net income per share applicable to Class A Common Stock	$	$
Diluted weighted average number of Class A Common shares outstanding
Diluted net income per share applicable to Class A Common Stock	$	$
Other data
Adjusted EBITDA(f)			$	325,586		$	288,525		$	399,049		$	362,117		$	331,958
Capital expenditures				103,889			71,620			102,748			86,728			62,048
Number of hotel rooms(g)				4,041			4,027			4,015			4,056			4,059
Average hotel occupancy rate				94.1	%		90.9	%		90.6	%		88.9	%		87.3	%
Number of slot machines(g)				23,967			24,391			24,334			20,640			20,969
Number of table games(g)				474			481			469			310			340

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		Historical

	Pro Forma	Historical
	Pro Forma			As of December 31,
	As of September 30, 2015	As of September 30, 2015		As of December 31,
	As of September 30, 2015	As of September 30, 2015		2014		2013
	(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	$	102,648	$	122,579	$	133,598
Total assets			2,952,819		2,995,959		3,098,498
Long term debt, including current portion			2,201,129		2,167,499		2,220,798
Total equity			547,200		644,117		692,821

(a): Asset impairment primarily represents the write-down of certain parcels of land to their estimated fair values.
(b): Write-downs and other charges, net, primarily represent losses on asset disposals, severance expense and non-routine transactions.
(c): During the year ended December 31, 2014, we recognized a $4.1 million loss on extinguishment of debt, primarily related to Station LLC's March 2014 repricing of its term loan facility. During the year ended December 31, 2013, we recognized a $147.1 million loss on extinguishment of debt, primarily related to the refinancing of $2.1 billion of our then outstanding debt. During the year ended December 31, 2012, we recognized a $51.8 million loss on extinguishment of debt related to the refinancing of approximately $517 million of our then outstanding debt, mainly the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. See Note 11 to the Annual Combined Financial Statements included elsewhere in this prospectus for additional information.
(d): For the years ended December 31, 2014, 2013 and 2012, we recorded gains of $49.1 million, $17.0 million and $102.8 million, respectively, pursuant to repayments on our advances for Graton Resort. The gains were a result of the adjustment of the carrying amount of the project to fair value upon adoption of fresh-start reporting in June 2011, which resulted in the carrying amount of the advances being less than the amount due from the Graton Tribe.
(e): Discontinued operations represents the results of Fertitta Interactive, which ceased operations in the fourth quarter of 2014. See Note 3 to the Annual Combined Financial Statements included elsewhere in this prospectus for additional information.
(f): Adjusted EBITDA is a non-GAAP measure that is presented solely as a supplemental disclosure. We define Adjusted EBITDA as net income from continuing operations plus interest expense, net, depreciation and amortization, management fee expense, preopening expense, share-based compensation, a donation to UNLV, asset impairment, write-downs and other charges, net, loss on extinguishment of debt and change in fair value of derivative instruments, minus gain on Native American development and Adjusted EBITDA attributable to the noncontrolling interests of MPM. To evaluate Adjusted EBITDA and the trends it depicts, the components should be considered. Each of these components can significantly affect our results of operations and should be considered in evaluating our operating performance, and the impact of these components cannot be determined from Adjusted EBITDA.

Set forth below is a reconciliation of net income (loss) from continuing operations to Adjusted EBITDA for the nine months ended September 30, 2015 and the year ended December 31, 2014, each on a pro forma basis, and the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014, 2013 and 2012.

	Pro Forma		Historical

			Nine Months Ended September 30,						Year ended December 31,
	Nine Months Ended September 30, 2015
		Year ended December 31, 2014
		Year ended December 31, 2014	2015			2014			2014			2013			2012
Net income (loss) from continuing operations	$	$	$	94,860		$	93,334		$	131,135		$	(79,089	)	$	32,512
Interest expense, net				109,030			114,631			151,702			165,220			189,781
Depreciation and amortization				103,896			95,600			127,961			128,958			129,267
Management fee expense				—			—			—			—			15,581
Preopening expense				1,121			286			640			222			311
Joint venture preopening expense				—			409			435			195			—
Share-based compensation				17,097			8,699			12,757			16,359			8,129
Donation to UNLV				2,500			—			—			—			—
Asset impairment				2,101			11,739			11,739			1,183			10,066
Write-downs and other charges, net				7,446			20,592			20,956			11,895			9,958
Loss on extinguishment of debt				90			4,132			4,132			147,131			51,796
Gain on Native American development				—			(49,074	)		(49,074	)		(16,974	)		(102,816	)
Change in fair value of derivative instruments				4			2			90			291			921
Adjusted EBITDA attributable to noncontrolling interest				(12,559	)		(11,825	)		(13,424	)		(13,274	)		(13,548	)

Adjusted EBITDA			$	325,586		$	288,525		$	399,049		$	362,117		$	331,958

(g): As of the last day of the period presented, including Native American properties.
(h): Includes Fertitta Entertainment for the period April 30, 2012 through December 31, 2012.

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RISK FACTORS

An investment in our Class A Common Stock involves a high degree of risk. In addition to the other information in this prospectus, prospective investors should carefully consider the following risks before making an investment in our Class A Common Stock. The risks described in this prospectus are not the only ones we may face. Any of these risks and uncertainties could cause our actual results to differ materially from the results contemplated by the forward-looking statements set forth herein, and could otherwise have a significant adverse impact on our business, prospects, financial condition or results of operations. The trading price of our Class A Common Stock could decline due to any of these risks and uncertainties, and you could lose all or part of your investment.

Please also read "Cautionary Statement Concerning Forward-Looking Statements" in this prospectus, where we describe additional uncertainties associated with our business and the forward-looking statements included in this prospectus.

Risks Related to Our Business

We depend on the Las Vegas locals and repeat visitor markets as our key markets, which subjects us to greater risks than a gaming company with more diverse operations.

Our operating strategies emphasize attracting and retaining customers from the Las Vegas local and repeat visitor market. All of our casino properties are dependent upon attracting Las Vegas residents as well as out of town visitors. As a result of our concentration in the Las Vegas market, we have a greater degree of exposure to a number of risks than we would have if we had operations outside of the Las Vegas valley. These risks include the following:

•: local economic and competitive conditions;
•: changes in local and state governmental laws and regulations, including gaming laws and regulations;
•: natural and other disasters; and
•: a decline in the local population.

In addition, our strategy of growth through master-planning of our casinos for future expansion was developed, in part, based on projected population growth in Las Vegas. There can be no assurance that population growth in Las Vegas will justify future development, additional casinos or expansion of our existing casino properties, which limits our ability to expand our business.

Our business is sensitive to reductions in discretionary consumer spending as a result of downturns in the economy.

Consumer demand for the offerings of casino hotel properties such as ours is sensitive to downturns in the economy and the corresponding impact on discretionary spending on leisure activities. Changes in discretionary consumer spending or consumer preferences brought about by factors such as perceived or actual general economic conditions and customer confidence in the economy, unemployment, the uncertainty and distress in the housing and credit markets, the impact of high energy, fuel, food and healthcare costs, the potential for bank failures, perceived or actual changes in disposable consumer income and wealth, taxes, effects or fears of war and future acts of terrorism could further reduce customer demand for the amenities that we offer and materially and adversely affect our business and results of operations.

Our casinos draw a substantial number of customers from the Las Vegas metropolitan area, as well as nearby geographic areas, including Southern California, Arizona and Utah. While the economies of these areas have shown significant recovery, we are unable to determine the sustainability or strength of

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the recovery. In addition, the overall economic outlook and residential real estate market in the United States, and in particular Las Vegas, remain uncertain and our target markets, in particular Las Vegas, continue to experience significantly higher rates of unemployment than the national average. The economic downturn and adverse conditions experienced in our target markets and in the United States generally resulted in a significant decline in spending in Las Vegas, which negatively affected our results of operations. Any slowing of the recovery or a return to an economic downturn would further negatively affect our results of operations.

We face substantial competition in the gaming industry and we expect that such competition will intensify.

Our casino properties face competition for customers and employees from all other casinos and hotels in the Las Vegas metropolitan area including, to some degree, each other. In addition, our casino properties face competition from all smaller nonrestricted gaming locations and restricted gaming locations (locations with 15 or fewer slot machines) in the Las Vegas metropolitan area, including those that primarily target the local and repeat visitor markets. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors could also have a material adverse effect on the business of our casino properties. If our competitors operate more successfully than we do, or if they attract customers away from us as a result of aggressive pricing and promotion or enhanced or expanded properties, we may lose market share and our business could be adversely affected.

To a lesser extent, our casino properties compete with gaming operations in other parts of the state of Nevada and other gaming markets in the United States and in other parts of the world, with state sponsored lotteries, on-and-off-track pari-mutuel wagering (a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers), card rooms, other forms of legalized gaming and online gaming. The gaming industry also includes dockside casinos, riverboat casinos, racetracks with slot machines and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Our properties have encountered additional competition as large-scale Native American gaming on Indian lands, particularly in California, has increased and competition may intensify if more Native American gaming facilities are developed. Several states are currently considering the approval of legalized casino gaming in designated areas, expansion of existing gaming operations or additional gaming sites. In addition, internet gaming has commenced in Nevada, New Jersey and Delaware, and legislation approving internet gaming has been proposed by the federal government and other states. Internet gaming and expansion of legalized casino gaming in new or existing jurisdictions and on Native American land could result in additional competition that could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations.

For further details on competition in the gaming industry, see "Description of Our Business—Competition."

Our success depends on key executive officers and personnel.

Our success depends on the efforts and abilities of our executive officers and other key employees, many of whom have significant experience in the gaming industry, including, but not limited to, Frank J. Fertitta III, our Chairman of the Board and Chief Executive Officer. Competition for qualified personnel in our industry is intense, and it would be difficult for us to find experienced personnel to replace our current executive officers and employees. We believe that a loss of the services of these officers and/or personnel could have a material adverse effect on our results of operations.

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Our results of operations may be adversely impacted by the expiration or termination of our management agreements for the Gun Lake Casino and Graton Resort and we may not be successful in entering into additional management or development agreements for Native American gaming opportunities.

Our management agreements for the Gun Lake Casino and the Graton Resort expire in February 2018 and November 2020, respectively. Our management fees from managing the Gun Lake Casino and Graton Resort were $63.3 million for the nine months ended September 30, 2015 and $68.1 million for the year ended December 31, 2014, which, based on the margins applicable to our management activities, contributed significantly to our net income for such periods. As a result, our results of operations may be adversely impacted by the expiration or termination of such agreements. Although we intend to seek additional development and management contracts with Native American tribes, we cannot be sure that we will be able to enter into any such agreements. In addition, the development of Native American gaming facilities is subject to numerous conditions and is frequently subject to protracted legal challenges. As a result, even if we are able to enter into development and management agreements for Native American gaming projects, we cannot be sure that the projects, including the North Fork project, will be completed or, if completed, that they will generate significant management fees or return on our investment.

Union organization activities could disrupt our business by discouraging patrons from visiting our properties, causing labor disputes or work stoppages, and, if successful, could significantly increase our labor costs.

None of our owned casino properties are currently subject to any collective bargaining agreement or similar arrangement with any union, and we believe we have excellent employee relations. However, union activists have actively sought to organize employees at certain of our casino properties in the past, and we believe that such efforts are ongoing at this time. Accordingly, there can be no assurance that our casino properties will not ultimately be unionized. Union organization efforts that may occur in the future could cause disruptions to our casino properties and discourage patrons from visiting our properties and may cause us to incur significant costs, any of which could have a material adverse effect on our results of operations and financial condition. In addition, union activities may result in labor disputes, including work stoppages, which could have a material adverse effect on our business, financial condition and results of operations. Furthermore, should employees at one or more of our properties organize, collective bargaining would introduce an element of uncertainty into planning our future labor costs, which could have a material adverse effect on the business of our casino properties and our financial condition and results of operations.

Work stoppages, labor problems and unexpected shutdowns may limit our operational flexibility and negatively impact our future profits.

Any work stoppage at one or more of our casino properties, including any construction projects which may be undertaken, could require us to expend significant funds to hire replacement workers, and qualified replacement labor may not be available at reasonable costs, if at all. Strikes and work stoppages could also result in adverse media attention or otherwise discourage customers from visiting our casino properties. Strikes and work stoppages involving laborers at any construction project which may be undertaken could result in construction delays and increases in construction costs. As a result, a strike or other work stoppage at one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our financial condition and results of operations. There can be no assurance that we will not experience a strike or work stoppage at one or more of our casino properties or any construction project in the future.

In addition, any unexpected shutdown of one of our casino properties or any construction project could have an adverse effect on the business of our casino properties and our results of operations. There can be no assurance that we will be adequately prepared for unexpected events, including

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political or regulatory actions, which may lead to a temporary or permanent shutdown of any of our casino properties.

The concentration and evolution of the slot machine manufacturing industry or other technological conditions could impose additional costs on us.

We rely on a variety of hardware and software products to maximize revenue and efficiency in our operations. Technology in the gaming industry is developing rapidly, and we may need to invest substantial amounts to acquire the most current gaming and hotel technology and equipment in order to remain competitive in the markets in which we operate. In addition, we may not be able to successfully implement and/or maintain any acquired technology.

We are subject to extensive federal, state and local regulation and governmental authorities have significant control over our operations; this control and the cost of compliance or failure to comply with such regulations that govern our operations in any jurisdiction where we operate could have an adverse effect on our business.

Our ownership and operation of gaming facilities is subject to extensive regulation, including licensing requirements, by the states, counties and cities in which we operate. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations, and we are subject to extensive background investigations and suitability standards in our gaming business. We also will become subject to regulation in any other jurisdiction where we choose to operate in the future. As such, our gaming regulators can require us to disassociate ourselves from suppliers or business partners found unsuitable by the regulators or, alternatively, cease operations in that jurisdiction. In addition, unsuitable activity on our part or on the part of our unconsolidated affiliates in any jurisdiction could have a negative effect on our ability to continue operating in other jurisdictions.

Specifically in Nevada, our gaming operations and the ownership of our securities are subject to extensive regulation by the Nevada Gaming Commission (the "Nevada Commission"), the Nevada State Gaming Control Board (the "Nevada Board") and the Clark County Liquor and Gaming License Board (the "CCLGLB"), the Las Vegas City Council, the North Las Vegas City Council, the Henderson City Council and certain other local regulatory agencies, collectively referred to as the "Nevada Gaming Authorities." The Nevada Gaming Authorities have broad authority with respect to licensing and registration of our business entities and individuals investing in or otherwise involved with us. Although we currently are registered with, and currently hold gaming licenses issued by, the Nevada Gaming Authorities, these authorities may, among other things, revoke the gaming license of any corporate entity or the registration of a registered corporation or any entity registered as a holding company of a corporate licensee for violations of gaming regulations.

In addition, the Nevada Gaming Authorities may, under certain conditions, revoke the license or finding of suitability of any officer, director, controlling person, stockholder, noteholder or key employee of a licensed or registered entity. If our gaming licenses were revoked for any reason, the Nevada Gaming Authorities could require the closing of our casinos, which would have a material adverse effect on our business, financial condition, results of operations or cash flows. In addition, compliance costs associated with gaming laws, regulations or licenses are significant. Any change in the laws, regulations or licenses applicable to our business or gaming licenses could require us to make substantial expenditures or could otherwise have a material adverse effect on our business, financial condition, results of operations or cash flows. For a more complete description of the gaming regulatory requirements that have an effect on our business, see "Description of Our Business—Regulation and Licensing." The regulatory environment in any particular jurisdiction may change in the future and any such change could have a material adverse effect on our results of operations. In

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addition, we are subject to various gaming taxes, which are subject to possible increase at any time. Increases in gaming taxation could also adversely affect our results of operations. There can be no assurance that we will be able to obtain new licenses, including any licenses that may be required if we pursue gaming opportunities in jurisdictions where we are not already licensed, or renew any of our existing licenses, or that if such licenses are obtained, that such licenses will not be conditioned, suspended or revoked, and the loss, denial or non-renewal of any of our licenses could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Further, we may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. We intend to apply for Nevada Commission approval of this Offering. We also intend to apply to the Nevada Commission for prior approval, subject to certain conditions, to make public offerings of securities for a period of three years (the "Shelf Approval"). The Shelf Approval, if granted, will also apply to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering. The Shelf Approval, if granted, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. If we are not able to obtain the Shelf Approval or if the Shelf Approval is rescinded for any reason, it could adversely impact our capital structure and liquidity and limit our flexibility in planning for, or reacting to, changes in our business and industry.

We also deal with significant amounts of cash in our operations and are subject to various reporting and anti-money laundering regulations. We are subject to regulation under the Currency and Foreign Transactions Reporting Act of 1970, commonly known as the "Bank Secrecy Act," which, among other things, requires us to report to the Internal Revenue Service ("IRS") any currency transactions in excess of $10,000 that occur within a 24-hour gaming day, including identification of the individual transacting the currency. We are also required to report certain suspicious activity, including any transactions aggregating to $5,000 or more, where we know, suspect or have reason to suspect such transactions involve funds from illegal activity or are intended to evade federal regulations or avoid reporting requirements. In addition, under the Bank Secrecy Act we are subject to various other rules and regulations involving reporting, recordkeeping and retention. Our compliance with the Bank Secrecy Act is subject to periodic audits by the IRS, and we may be required to pay substantial penalties if we fail to comply with applicable regulations. Any violations of anti-money laundering laws or regulations by any of our properties could have an adverse effect on our financial condition, results of operations or cash flows. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted.

We are subject to a variety of federal, state and local laws and regulations relating to the protection of the environment and human health and safety, which could materially affect our business, financial condition, results of operations and cash flows.

We are subject to federal, state and local laws and regulations relating to the protection of the environment and human health and safety, including those relating to air emissions, water discharges and remediation of contamination. Such laws and regulations require us to obtain, maintain and renew environmental operating or construction permits or approvals particularly in connection with our development activities. Certain environmental laws can impose joint and several liability without regard to fault on responsible parties, including past and present owners and operators of sites, related to the investigation or remediation of sites at which hazardous wastes or materials were disposed or released. Private parties may also bring claims arising from the presence of hazardous materials on a site or exposure to such materials. We are currently involved in monitoring activities at a few of our sites due to historical or nearby operations. Increasingly stringent environmental laws, regulations or standards

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may make compliance with such requirements more difficult or costly or otherwise adversely affect our operations. Failure to comply with environmental laws or regulations, or any liabilities or claims arising under such laws or regulations, could require us to incur potentially significant costs or sanctions, including fines, penalties or cessation of operations, or otherwise adversely affect our business, financial condition and results of operations.

Rising operating and other costs at our gaming properties could have a negative impact on our business.

The operating expenses associated with our gaming properties could increase due to, among other reasons, the following factors:

•: changes in the federal, state or local regulations, including state and local gaming regulations or taxes, or the way such regulations are administered could impose additional restrictions or increase our operating costs;
•: aggressive marketing and promotional campaigns by our competitors for an extended period of time could force us to increase our expenditures for marketing and promotional campaigns in order to maintain our existing customer base and attract new customers;
•: as our properties age, we may need to increase our expenditures for repairs, maintenance, and to replace equipment necessary to operate our business compared to amounts that we have spent historically;
•: our reliance on slot play revenues and any additional costs imposed on us from vendors;
•: availability and cost of the many products and service we provide our customers, including food, beverages, retail items, entertainment, hotel rooms, and spa services;
•: availability and costs associated with insurance;
•: increases in costs of labor and employee benefits, including due to potential unionization of our employees;
•: increases in the prices of electricity, natural gas and other forms of energy; and
•: water shortages or other increases in the cost of water.

If our operating expenses increase without any offsetting increase in our revenues, our results of operations would suffer.

We may incur losses that are not adequately covered by insurance, which may harm our results of operations. In addition, our insurance costs may increase and we may not be able to obtain similar insurance coverage in the future.

Although we maintain insurance that is customary and appropriate for our business, each of our insurance policies is subject to certain exclusions. Our property insurance coverage is in an amount that may be significantly less than the expected replacement cost of rebuilding our facilities in the event of a total loss. The lack of adequate insurance for certain types or levels of risk could expose us to significant losses in the event of a catastrophe. In addition to the damage caused to our properties by a casualty loss, we may suffer business disruption or be subject to claims by third parties that may be injured or harmed. While we carry general liability insurance and business interruption insurance, there can be no assurance that insurance will be available or adequate to cover all loss and damage to which our business or our assets might be subjected. In addition, certain casualty events, such as labor strikes, nuclear events, loss of income due to terrorism, deterioration or corrosion, insect or animal damage and pollution, may not be covered under our policies. Any losses we incur that are not adequately covered by insurance may decrease our future operating income, require us to fund replacements or repairs for destroyed property and reduce the funds available for payments of our obligations.

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We renew our insurance policies on an annual basis. To the extent that the cost of insurance coverage increases, we may be required to reduce our policy limits or agree to exclusions from our coverage.

We are subject to litigation in the ordinary course of our business. An adverse determination with respect to any such disputed matter could result in substantial losses.

We are, from time to time, during the ordinary course of operating our businesses, subject to various litigation claims and legal disputes, including contract, lease, employment and regulatory claims as well as claims made by visitors to our properties. There are also litigation risks inherent in any construction or development of any of our properties. Certain litigation claims may not be covered entirely or at all by our insurance policies or our insurance carriers may seek to deny coverage. In addition, litigation claims can be expensive to defend and may divert our attention from the operations of our businesses. Further, litigation involving visitors to our properties, even if without merit, can attract adverse media attention. As a result, litigation can have a material adverse effect on our businesses and, because we cannot predict the outcome of any action, it is possible that adverse judgments or settlements could significantly reduce our earnings or result in losses.

We may incur delays and budget overruns with respect to future construction projects. Any such delays or cost overruns may have a material adverse effect on our operating results.

We are currently providing funding for the North Fork Project (as defined herein) and have an agreement to develop the facility. In addition, we will evaluate expansion opportunities as they become available, and in the future we may develop projects in addition to the proposed North Fork Project.

Such construction projects entail significant risks, including the following:

•: shortages of material or skilled labor;
•: unforeseen engineering, environmental or geological problems;
•: work stoppages;
•: weather interference;
•: floods;
•: unanticipated cost increases; and
•: legal or political challenges;

any of which can give rise to delays or cost overruns.

The anticipated costs and construction periods are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects and contractors. Construction, equipment, staffing requirements, problems or difficulties in obtaining and maintaining any of the requisite licenses, permits, allocations or authorizations from regulatory authorities can increase the cost or delay the construction or opening of each of the proposed facilities or otherwise affect the project's planned design and features. We cannot be sure that we will not exceed the budgeted costs of these projects or that the projects will commence operations within the contemplated time frame, if at all. Budget overruns and delays with respect to expansion and development projects could have a material adverse impact on our results of operations.

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We may regularly pursue new gaming acquisition and development opportunities and may not be able to recover our investment or successfully expand to additional locations.

We will regularly evaluate and may pursue new gaming acquisition and development opportunities in existing and emerging jurisdictions. These opportunities may take the form of joint ventures. To the extent that we decide to pursue any new gaming acquisition or development opportunities, our ability to benefit from such investments will depend upon a number of factors including:

•: our ability to identify and acquire attractive acquisition opportunities and development sites;
•: our ability to secure required federal, state and local licenses, permits and approvals, which in some jurisdictions are limited in number;
•: certain political factors, such as local support or opposition to development of new gaming facilities or legalizing casino gaming in designated areas;
•: the availability of adequate financing on acceptable terms (including waivers of restrictions in existing credit arrangements); and
•: our ability to identify and develop satisfactory relationships with joint venture partners.

Most of these factors are beyond our control. Therefore, we cannot be sure that we will be able to recover our investment in any new gaming development opportunities or acquired facilities, or successfully expand to additional locations.

We have invested, and we will likely continue to invest, in real property in connection with the pursuit of expansion opportunities. These investments are subject to the risks generally incident to the ownership of real property, including:

•: changes in economic conditions;
•: environmental risks;
•: governmental rules and fiscal policies; and
•: other circumstances over which we may have little or no control.

The development of such properties will also be subject to restrictions under our credit agreements. We cannot be sure that we will be able to recover our investment in any such properties or be able to prevent incurring investment losses.

We may experience difficulty integrating operations of any acquired companies and developed properties and managing our overall growth which could have a material adverse effect on our operating results.

We may not be able to effectively manage our properties, proposed projects with Native American tribes and any future acquired companies or developed properties, or realize any of the anticipated benefits of the acquisitions, including streamlining operations or gaining efficiencies from the elimination of duplicative functions. The management of Native American gaming facilities requires continued dedication of management resources and may temporarily distract attention from our day-to-day business. In addition, to the extent we pursue expansion and acquisition opportunities, we would face significant challenges in managing our expansion projects and any other gaming operations we may acquire in the future. Failure to manage our growth effectively could have a material adverse effect on our operating results.

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We require significant capital to fund capital expenditures, pursue proposed development, expansion or acquisition opportunities or refinance our significant indebtedness.

Our businesses are capital intensive. For our casino properties to remain attractive and competitive we must periodically invest significant capital to keep the properties well-maintained, modernized and refurbished. Similarly, future construction and development projects, including, but not limited to, the proposed North Fork Project, and acquisitions of other gaming operations could require significant additional capital. We rely on earnings and cash flow from operations to finance our business, capital expenditures, development, expansion and acquisitions and, to the extent that we cannot fund such expenditures from cash generated by operations, funds must be borrowed or otherwise obtained. We will also be required in the future to refinance our outstanding debt. Our ability to effectively operate and grow our business may be constrained if we are unable to borrow additional capital or refinance existing borrowings on reasonable terms.

We may be unable to generate sufficient revenues and cash flows to service our debt obligations as they come due, finance capital expenditures and meet our operational needs.

If we are unable to access sufficient capital from operations or borrowings, we may be precluded from:

•: maintaining or enhancing our properties;
•: taking advantage of future opportunities;
•: growing our business; or
•: responding to competitive pressures.

Further, our failure to generate sufficient revenues and cash flows could lead to cash flow and working capital constraints, which may require us to seek additional working capital. We may not be able to obtain such working capital when it is required. Further, even if we were able to obtain additional working capital, it may only be available on unfavorable terms. For example, we may be required to incur additional debt, and servicing the payments on such debt could adversely affect our results of operations and financial condition. Limited liquidity and working capital may also restrict our ability to maintain and update our casino properties, which could put us at a competitive disadvantage to casinos offering more modern and better maintained facilities.

If we do not have access to credit or capital markets at desirable times or at rates that we would consider acceptable, the lack of such funding could have a material adverse effect on our business, results of operations and financial condition and our ability to service our indebtedness.

We may incur impairments to goodwill, indefinite-lived intangible assets, or long-lived assets which could negatively affect our results of operations.

We test our goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year or when a triggering event occurs, and we test other long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If we do not achieve our projected cash flow estimates related to such assets, we may be required to record an impairment charge, which could have a material adverse impact on our financial statements. We have recognized significant impairment charges in the past as a result of a number of factors including negative industry and economic trends, reduced estimates of future cash flows, and slower than expected growth. We could be required to recognize additional impairment charges, which could have a material adverse effect on our results of operations if events that negatively impact our business should occur in the future.

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Any failure to protect our trademarks could have a negative impact on the value of our brand names and adversely affect our business.

The development of intellectual property is part of our overall business strategy, and we regard our intellectual property to be an important element of our success. While our business as a whole is not substantially dependent on any one trademark or combination of several of our trademarks or other intellectual property, we seek to establish and maintain our proprietary rights in our business operations through the use of trademarks. Despite our efforts to protect our proprietary rights, parties may infringe our trademarks and our rights may be invalidated or unenforceable. Monitoring the unauthorized use of our intellectual property is difficult. Litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Litigation of this type could result in substantial costs and diversion of resources. We cannot assure you that all of the steps we have taken to protect our trademarks will be adequate to prevent imitation of our trademarks by others. The unauthorized use or reproduction of our trademarks could diminish the value of our brand and its market acceptance, competitive advantages or goodwill, which could adversely affect our business.

Shortages or increases in prices of energy or water may adversely affect our business and our results of operations.

Our casinos and hotels use significant amounts of electricity, natural gas, other forms of energy and water. The southwest United States is currently experiencing a severe drought, which may result in governmentally-imposed restrictions on water use or increases in the cost of water. Any such restrictions on use of water or increases in cost could adversely impact our business and our results of operations. In addition, while no shortages of energy have been experienced recently and gasoline prices are currently lower than historical periods, energy shortages or substantial increases in the cost of electricity and gasoline in the United States have negatively affected our operating results in the past. Increased gasoline prices may cause reduced visitation to our properties because of travel costs or reductions in disposable income of our guests and increased energy prices directly impact our operating costs. Any such increases in prices could negatively affect our business in the future.

Win rates for our gaming operations depend on a variety of factors, some beyond our control, and the winnings of our gaming customers could exceed our casino winnings.

The gaming industry is characterized by an element of chance. In addition to the element of chance, win rates are also affected by other factors, including players' skill and experience, the mix of games played, the financial resources of players, the spread of table limits, the volume of bets played and the amount of time played. Our gaming profits are mainly derived from the difference between our casino winnings and the casino winnings of our gaming customers. Since there is an inherent element of chance in the gaming industry, we do not have full control over our winnings or the winnings of our gaming customers. If the winnings of our gaming customers exceed our winnings, we may record a loss from our gaming operations, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We face the risk of fraud and cheating.

Our gaming customers may attempt or commit fraud or cheat in order to increase winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner could result in losses in our gaming operations. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, potentially

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causing a material adverse effect on our business, financial condition, results of operations and cash flows.

Failure to maintain the integrity of our internal or customer data, including defending our information systems against hacking, security breaches, computer malware, cyber-attacks and similar technology exploitation risks, could have an adverse effect on our results of operations and cash flows, and/or subject us to costs, fines or lawsuits.

Our business requires the collection and retention of large volumes of data about our customers, employees, suppliers and business partners, including customer credit card numbers and other personally identifiable information of our customers and employees, in various information systems that we maintain and in those maintained by third party service providers. The integrity and protection of that data is important to our business and is subject to privacy laws enacted by various jurisdictions. The regulatory environment and the requirements imposed on us by the payment card industry surrounding information, security and privacy are evolving and may be inconsistent. Our systems may be unable to meet changing regulatory and payment card industry requirements and employee and customer expectations, or may require significant additional investments or time in order to do so. Our information systems and records, including those maintained by service providers, may be subject to security breaches, system failures, viruses, operator error or inadvertent releases of data. The steps we have taken to mitigate these risks may not be sufficient and a significant theft, loss or fraudulent use of customer, employee or company data maintained by us or by a service provider could have an adverse effect on our reputation and employee relationships and could result in remedial and other expenses, fines or litigation. A breach in the security of our information systems or those of our service providers could lead to an interruption in the operation of our systems or loss, disclosure or misappropriation of our business information and could have an adverse effect on our business, results of operations and cash flows.

Risks Related to our Capital Structure

We have a substantial amount of indebtedness, which could have a material adverse effect on our financial condition and our ability to obtain financing in the future and to react to changes in our business.

We have a substantial amount of debt, which requires significant principal and interest payments. As of September 30, 2015, after giving pro forma effect to the Fertitta Entertainment Acquisition, including the payment of certain liabilities not included in the acquisition, and the Offering and Reorganization Transactions, the principal amount of our outstanding indebtedness, including original issue discount and our $114 million non-recourse land loan, totaled approximately $ billion, and we have $ million of undrawn availability under our revolving credit facility. Our ability to make interest payments on our debt will be significantly impacted by general economic, financial, competitive and other factors beyond our control.

Our substantial indebtedness could:

•: make it more difficult for us to satisfy our obligations under our senior notes and senior secured credit facilities and other indebtedness;
•: increase our vulnerability to adverse economic and general industry conditions, including interest rate fluctuations, because a portion of our borrowings, including those under our senior secured credit facilities, are and will continue to be at variable rates of interest;
•: require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, which would reduce the availability of our cash flow from operations to fund working capital, capital expenditures or other general corporate purposes;
•: limit our flexibility in planning for, or reacting to, changes in our business and industry;

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•: place us at a disadvantage compared to competitors that may have proportionately less debt;
•: limit our ability to obtain additional debt or equity financing due to applicable financial and restrictive covenants in our debt agreements; and
•: cause us to incur higher interest expense in the event of increases in interest rates on our borrowings that have variable interest rates or if we refinance existing debt at higher interest rates.

Our indebtedness imposes restrictive financial and operating covenants that limit our flexibility in operating our business and may adversely affect our ability to compete or engage in favorable business or financing activities.

Our credit agreements and the indenture governing our senior notes contain a number of covenants that impose significant operating and financial restrictions on us, including certain limitations on our and our subsidiaries' ability to, among other things:

•: incur additional debt or issue certain preferred units;
•: pay dividends on or make certain redemptions, repurchases or distributions in respect of our LLC Units or make other restricted payments;
•: make certain investments;
•: sell certain assets;
•: create liens on certain assets;
•: consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
•: enter into certain transactions with our affiliates.

In addition, our credit agreements contain certain financial covenants, including maintenance of a minimum interest coverage ratio and adherence to a maximum total leverage ratio.

As a result of these covenants and restrictions, we are limited in how we conduct our business and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The restrictions caused by such covenants could also place us at a competitive disadvantage to less leveraged competitors. In addition, our ability to comply with covenants and restrictions contained in the agreements governing our indebtedness may be affected by general economic conditions, industry conditions and other events beyond our control. As a result, we cannot assure you that we will be able to comply with these covenants and restrictions.

A failure to comply with the covenants contained in the credit agreements, the indenture governing our senior notes, or other indebtedness that we may incur in the future could result in an event of default, which, if not cured or waived, could result in the acceleration of the indebtedness and have a material adverse effect on our business, financial condition and results of operations. In the event of any default under any of our credit agreements, the lenders thereunder:

•: will not be required to lend any additional amount to us;
•: could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable and terminate all commitments to extend future credit; and
•: could require us to apply all of our available cash to repay these borrowings.

If we are unable to comply with the covenants in the agreements governing our indebtedness or to pay our debts, the lenders under our credit agreements could proceed against the collateral granted to them to secure that indebtedness, which includes substantially all of our assets, and the holders of our

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senior notes would be entitled to exercise remedies under our indenture. If our indebtedness were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. Moreover, in the event that such indebtedness is accelerated, there can be no assurance that we will be able to refinance it on acceptable terms, or at all. These events could result in the loss of your investment in our Class A Common Stock.

Despite our current indebtedness levels, we and our subsidiaries may still incur significant additional indebtedness, which could increase the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness, including additional secured indebtedness, in the future. The terms of the documents governing our indebtedness restrict, but do not completely prohibit, us from doing so. As of September 30, 2015, after giving pro forma effect to the Fertitta Entertainment Acquisition and the Offering and Reorganization Transactions, including the payment of certain liabilities not included in the acquisition, we had $ million of undrawn availability under our credit facility (after giving effect to the issuance of approximately $ million of letters of credit and similar obligations). In addition, the indenture governing our senior notes allows us to issue additional notes under certain circumstances. The indenture also allows us to incur certain other additional secured and unsecured debt. Further, the indenture does not prevent us from incurring other liabilities that do not constitute indebtedness. If new debt or other liabilities are added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, legislative, regulatory and other factors beyond our control. We will also be required to obtain the consent of the lenders under our credit facility to refinance material portions of our indebtedness. We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. If our operating results and available cash are insufficient to meet our debt service obligations, we could face substantial liquidity problems and might be required to dispose of significant assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. Additionally, the documents governing our indebtedness limit the use of the proceeds from any disposition; as a result, we may not be allowed, under these documents, to use proceeds from such dispositions to satisfy all current debt service obligations.

Our ability to service all of our indebtedness depends on our ability to generate cash flow, which is subject to factors that are beyond our control.

Our ability to make scheduled payments on or to refinance our debt obligations depends on our financial condition and operating performance, which is subject to general economic, financial, competitive and other factors that are beyond our control. In addition, a further deterioration in the economic performance of our casino properties may cause us to reduce or delay investments and capital expenditures, or to sell assets. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations.

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Our substantial indebtedness exposes us to significant interest expense increases if interest rates increase.

As of September 30, 2015, after giving pro forma effect to the Fertitta Entertainment Acquisition, including the payment of certain liabilities not included in the acquisition, and the Offering and Reorganization Transactions, approximately $ million, or %, of our borrowings were at variable interest rates and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. Assuming our consolidated variable interest rate indebtedness outstanding as of September 30, 2015 remains the same, an increase of 1% in the interest rates payable on our variable rate indebtedness would increase our 2015 annual estimated debt-service requirements by approximately $ million. Accordingly, an increase in interest rates from current levels could cause our annual debt-service obligations to increase significantly.

Risks Related to Our Structure and Organization

Station Corp.'s only asset after the completion of this Offering will be its interest in Station Holdco. Accordingly it will be dependent upon distributions from Station Holdco to make payments under the tax receivable agreement, pay dividends, if any, and pay taxes and other expenses.

Following the completion of the Offering and Reorganization Transactions, Station Corp. will be a holding company and will have no assets other than its ownership of LLC Units. Station Corp. will have no independent means of generating revenue. Station Corp. intends to cause Station Holdco to make distributions to its members, including us, in an amount sufficient to cover all applicable taxes at assumed tax rates, payments under the tax receivable agreement and dividends, if any, declared by it. To the extent that Station Corp. needs funds, and Station Holdco is restricted from making such distributions pursuant to the terms of the agreements governing its debt or under applicable law or regulation, or is otherwise unable to provide such funds, it could materially and adversely affect Station Corp.'s liquidity and financial condition. The earnings from, or other available assets of, Station Holdco may not be sufficient to pay dividends or make distributions or loans to Station Corp. to enable it to pay taxes and other expenses and make payments under the tax receivable agreement or pay dividends on the Class A Common Stock.

Payments of dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our business, operating results and financial condition, current and anticipated cash needs, plans for expansion and any legal or contractual limitations on our ability to pay dividends. Our credit facility and the indenture governing our senior notes include, and any financing arrangement that we enter into in the future may include, restrictive covenants that limit our ability to pay dividends and make distributions. In addition, Station Holdco is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Station Holdco (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Station Holdco are generally subject to similar legal limitations on their ability to make distributions to Station Holdco.

Our Principal Equityholders have control over our management and affairs, and their interests may differ from our interests or those of our other stockholders.

Following this Offering, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. As a result, following this Offering, Fertitta Family Entities will hold approximately % of the combined voting power of Station Corp. (assuming no exercise of the

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underwriters' option to purchase additional shares). Due to their ownership, the Fertitta Family Entities will have the power to control our management and affairs, including the power to:

•: elect all of our directors;
•: agree to sell or otherwise transfer a controlling stake in our company, which may result in the acquisition of effective control of our company by a third party; and
•: determine the outcome of substantially all actions requiring stockholder approval, including transactions with related parties, corporate reorganizations, acquisitions and dispositions of assets, and dividends.

The interests of our Principal Equityholders may differ from our interests or those of our other stockholders and the concentration of control in our Principal Equityholders will limit other stockholders' ability to influence corporate matters. The concentration of ownership and voting power of our Principal Equityholders may also prevent or cause a change of control of our company or a change in the composition of our board of directors and will make some transactions impossible without the support of our Principal Equityholders, even if such events are in the best interests of our other stockholders. In addition, as a result of the concentration of voting power among the Principal Equityholders, we may take actions that our other stockholders do not view as beneficial, which may adversely affect our results of operations and financial condition and cause the value of your investment in our Class A Common Stock to decline.

In addition, because the Principal Equityholders hold their ownership interest in part of our business directly and/or indirectly through Station Holdco, rather than through Station Corp., the public company, these existing owners may have conflicting interests with holders of shares of our Class A Common Stock. For example, if Station Holdco makes distributions to Station Corp., our existing owners will also be entitled to receive distributions pro rata in accordance with the percentages of their respective LLC Units and their preferences as to the timing and amount of any such distributions may differ from those of our public shareholders. Our existing owners may also have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, especially in light of the existence of the tax receivable agreement that we will enter into in connection with this Offering, whether and when to incur new, or refinance existing, indebtedness, and whether and when Station Corp. should terminate the tax receivable agreement and accelerate its obligations thereunder. In addition, the structuring of future transactions may take into consideration these existing owners' tax or other considerations even where no similar benefit would accrue to us. For example, a disposition of real estate or other assets in a taxable transaction could accelerate then-existing obligations under the tax receivable agreement, which may result in differing incentives between the Principal Equityholders and Station Corp. with respect to such a transaction. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Moreover, GACC will hold approximately % of the LLC Units and % of the voting power of Station Corp. (assuming no exercise of the underwriters' option to purchase additional shares) and is a lender under our revolving credit facility and our land loan. To the extent that GACC continues to hold interests at multiple levels of our capital structure, it may have a conflict of interest and make decisions or take actions that reflect its interests as our secured lender, unsecured lender or equityholder that could have adverse consequences to our other stakeholders. See "Underwriting (Conflicts of Interest)."

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Upon the listing of our shares on the , we will be a "controlled company" within the meaning of the rules of the and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this Offering, entities owned by Frank J. Fertitta and Lorenzo J. Fertitta will hold more than 50% of the voting power of our shares eligible to vote. As a result, we will be a "controlled company" under the rules of the . Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements that (i) a majority of the board of directors consist of independent directors and (ii) that the board of directors have compensation and nominating and corporate governance committees composed entirely of independent directors. Although we expect that a majority of the members of our board of directors will be independent and that our compensation and nominating and corporate governance committees will be comprised entirely of independent directors, in the future we may elect not to comply with certain corporate governance requirements that are not applicable to controlled companies.

We will be required to pay our existing owners for certain tax benefits we may claim arising in connection with this Offering and related transactions, and the amounts we may pay could be substantial.

We will enter into a tax receivable agreement with our existing owners that will provide for the payment by Station Corp. to our existing owners of 85% of the amount of benefits, if any, that Station Corp. realizes (or is deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the tax receivable agreement, as discussed below) as a result of (i) increases in tax basis resulting from our purchases or exchanges of LLC Units and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments that we are required to make under the tax receivable agreement. See "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Any increases in tax basis, as well as the amount and timing of any payments under the tax receivable agreement, cannot reliably be predicted at this time. The amount of any such increases and payments will vary depending upon a number of factors, including, but not limited to, the timing of exchanges, the price of our Class A Common Stock at the time of the exchanges, the amount, character and timing of our income and the tax rates then applicable.

The payments that we may make under the tax receivable agreement could be substantial. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of December 31, 2014 and that Station Corp. earns sufficient taxable income to realize all the tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement relating to the purchase by Station Corp. of LLC Units as part of this Offering to aggregate $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) and to range over the next 15 years from approximately $ million to $ million per year (or approximately $ million to $ million per year if the underwriters exercise their option to purchase additional shares in full) and decline thereafter. The foregoing numbers are merely estimates that are based on current assumptions. The amount of actual payments could differ materially.

Future payments to our existing owners in respect of subsequent exchanges would be in addition to these amounts and are expected to be substantial as well. It is possible that future transactions or events could increase or decrease the actual tax benefits realized and the corresponding tax receivable agreement payments. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise (as described below), the payments under the tax receivable agreement

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exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement and/or distributions to Station Corp. by Station Holdco are not sufficient to permit Station Corp. to make payments under the tax receivable agreement after it has paid taxes.

In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement will provide that in the event that we exercise our right to early termination of the tax receivable agreement, there is a change in control or a material breach by us of our obligations under the tax receivable agreement, the tax receivable agreement will terminate, and we will be required to make a payment equal to the present value of future payments under the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity, and there can be no assurance that we will be able to finance our obligations under the tax receivable agreement. In addition, these obligations could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control, in particular in circumstances where our Principal Equityholders have interests that differ from those of other shareholders. Because our Principal Equityholders will retain a controlling ownership interest following the Offering, we expect that our Principal Equityholders will control the outcome of votes on all matters requiring approval by our stockholders. Accordingly, actions that affect such obligations under the tax receivable agreement may be taken even if other stockholders oppose them.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the Internal Revenue Service (the "IRS") to challenge a tax basis increase, we will not be reimbursed for any payments previously made under the tax receivable agreement (although we would reduce future amounts otherwise payable under such tax receivable agreements). No assurance can be given that the IRS will agree with the allocation of value among our assets. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the benefit that we actually realize in respect of the increases in tax basis resulting from our purchases or exchanges of LLC Units and certain other tax benefits related to our entering into the tax receivable agreement.

We may not be able to realize all or a portion of the tax benefits that are expected to result from the purchase of LLC Units with the net proceeds of this Offering and future exchanges of LLC Units and payments made under the tax receivable agreement itself.

Our ability to benefit from any depreciation or amortization deductions or to realize other tax benefits that we currently expect to be available as a result of the increases in tax basis created by the purchase of LLC Units from certain of our existing owners with the net proceeds of this Offering and future exchanges of LLC Units, and our ability to realize certain other tax benefits attributable to payments under the tax receivable agreement itself, depend on a number of assumptions, including that we earn sufficient taxable income each year during the period over which such deductions are available and that there are no adverse changes in applicable law or regulations. If our actual taxable income is insufficient and/or there are adverse changes in applicable law or regulations, we may be unable to realize all or a portion of these expected benefits and our cash flows and stockholders' equity could be negatively affected. However, absent a change in control or other termination event with respect to the tax receivable agreement, we will generally not be required to make payments under that agreement with respect to projected tax benefits that we do not actually realize, as reported on our tax return. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

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We may have liabilities associated with the consummation of the Blocker Mergers.

As part of the Offering and Reorganization Transactions, the Merging Blockers, each of which has elected to be taxed as a corporation for U.S. federal income tax purposes, will merge with one or more newly formed subsidiaries of Station Corp. in transactions intended to qualify as tax-free for U.S. federal income tax purposes. Except for merger agreements with Merging Blockers that have been managed by Station Holdco, the merger agreements relating to the Blocker Mergers contain customary representations and warranties and indemnities from the owners of such Merging Blockers. As a result of the Blocker Mergers, Station Corp. will indirectly become the owner of the LLC Units owned by the Merging Blockers. In the event that any of the Merging Blockers have liabilities, Station Corp. may bear some, or all, of the risks relating to any such liabilities, which could be significant.

Risks Related to Ownership of Our Class A Common Stock and This Offering

The entire net proceeds from this Offering will be used to purchase LLC Units in Station Holdco, which will use a portion of the net proceeds to acquire Fertitta Entertainment. The use of proceeds from this Offering to pay a portion of the consideration in the Fertitta Entertainment Acquisition may not yield a favorable return.

We intend to use the entire net proceeds from this Offering to purchase newly-issued and currently existing LLC Units in Station Holdco, as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds." Accordingly, Station Corp. will not retain any of these net proceeds.

Station Corp. intends to use a portion of the net proceeds from this Offering to acquire newly-issued LLC Units from Station Holdco. Station Holdco will apply $ million (or $ million if the underwriters elect to exercise their option to purchase additional shares in full) of such proceeds to pay a portion of the purchase price for the Fertitta Entertainment Acquisition and Station LLC intends to incur additional indebtedness to fund the balance of the purchase price for the Fertitta Entertainment Acquisition. The majority of the membership interests of Fertitta Entertainment are owned by Frank J. Fertitta III and Lorenzo J. Fertitta and the remainder of the membership interests is held by other members of our management and individuals who will be employed by us following the consummation of the Offering and Reorganization Transactions. Although we will no longer be required to pay management fees to a third party following the Fertitta Entertainment Acquisition, in connection with the Offering and Reorganization Transactions, we expect to assume or enter into new employment agreements or other employment relationships with our executive officers and other individuals who were employed by Fertitta Entertainment and provided services to us through the management agreements prior to the consummation of Fertitta Entertainment Acquisition. As a result, we cannot assure you that the purchase of Fertitta Entertainment will result in a favorable return.

There is no existing market for our Class A Common Stock. As a result, the share price for our Class A Common Stock may fluctuate significantly.

Prior to this Offering, there has been no public market for our Class A Common Stock. We cannot provide any assurance that an active trading market will develop upon completion of this Offering or, if it does develop, that it will be sustained, which may make it difficult for you to sell your shares of Class A Common Stock at an attractive price or at all. The initial public offering price of our Class A Common Stock will be determined by negotiation among us and the representatives of the underwriters and may not be representative of the price that will prevail in the open market after the completion of this Offering. Among the factors to be considered in determining the offering price are the information presented in this prospectus; the history of, the economic conditions in and prospects for, the industry in which we compete; our markets; the ability of our management; the prospects for our future earnings; our results of operations and our current financial condition; the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies; and the general condition of the securities markets at the time of this Offering. The offering price may not accurately

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reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares. See "Underwriting (Conflicts of Interest)" for a discussion of the factors that were considered in determining the initial public offering price.

The market price of our Class A Common Stock after this Offering may be significantly affected by factors such as quarterly variations in our results of operations, changes in government regulations, general market conditions specific to the gaming industry, changes in interest rates, changes in general economic and political conditions, volatility in the financial markets, threatened or actual litigation or government investigations, the addition or departure of key personnel, actions taken by our shareholders, including the sale or other disposition of their shares of our Class A Common Stock, differences between our actual financial and operating results and those expected by investors and analysts and changes in analysts' recommendations or projections.

These and other factors may lower the market price of our Class A Common Stock, even though they may or may not affect our actual operating performance. As a result, our Class A Common Stock may trade at prices significantly below the public offering price or net tangible book value.

Furthermore, in recent years the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies, including companies in our industry. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our Class A Common Stock could fluctuate based upon factors that have little or nothing to do with us, and these fluctuations could materially reduce the price of our Class A Common Stock and materially affect the value of your investment.

If you purchase shares of our Class A Common Stock in this Offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our Class A Common Stock is substantially higher than the pro forma net tangible book value per share of our Class A Common Stock. Therefore, if you purchase shares of our Class A Common Stock in this Offering, your interest will be diluted immediately to the extent of the difference between the initial public offering price per share of our Class A Common Stock and the pro forma net tangible book value per share of our Class A Common Stock after this Offering. See "Dilution."

You will incur additional dilution if we raise additional capital through the issuance of new equity securities at a price lower than the initial public offering price of our Class A Common Stock or issue shares in connection with our equity incentive plan.

If we raise additional capital through the issuance of new equity securities at a lower price than the initial public offering price, you will be subject to additional dilution. If we are unable to access the public markets in the future, or if our performance or prospects decrease, we may need to consummate a private placement or public offering of our Class A Common Stock at a lower price than the initial public offering price. In addition, any new securities may have rights, preferences or privileges senior to our Class A Common Stock. Additionally, we have reserved shares of our Class A Common Stock for issuance under our 2015 Equity Incentive Plan, including shares of our Class A Common Stock issuable upon the exercise of stock options that we intend to grant to our officers and employees and shares of restricted Class A Common Stock that we intend to grant to certain of our directors at the time of this Offering or will be issued in substitution of profit units held by current or former employees of Station LLC. Our estimate of the number of restricted shares of Class A Common Stock that will be substituted for the outstanding Station Holdco profit units assumes an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the number of

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restricted shares of Class A Common Stock issuable in substitution for the profit units by shares. See "Executive Compensation—2015 Equity Incentive Plan."

The market price of our Class A Common Stock could decline due to the large number of shares of Class A Common Stock eligible for future sale upon the exchange of LLC Units by our existing owners.

After completion of this Offering, approximately LLC Units of Station Holdco will be owned by our existing owners, including % of Station Corp. Class A Common Stock on a fully converted basis (or LLC Units and %, respectively, if the underwriters exercise their option to purchase additional shares in full). Under the exchange agreement, each holder of shares our Class B Common Stock will be entitled to exchange its LLC Units for shares our Class A Common Stock, as described under "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions." We will grant registration rights with respect to the shares of Class A Common Stock delivered in exchange for LLC Units subject to the lock-up agreements described under "Underwriting (Conflicts of Interest)." See "The Reorganization of Our Corporate Structure" and "Certain Relationships and Related Party Transactions—Registration Rights."

The market price of our Class A Common Stock could decline as a result of sales of a large number of shares of our Class A Common Stock eligible for future sale, including upon the exchange of LLC Units, or the perception that such sales could occur. These sales, or the possibility that these sales may occur, may make it more difficult for holders of our Class A Common Stock to sell such stock in the future at a time and at a price that they deem appropriate. In addition, they may make it more difficult for us to raise additional capital by selling equity securities in the future. See "Shares Eligible for Future Sale."

We may not have sufficient funds to pay dividends on our Class A Common Stock.

Although we intend to pay dividends on our Class A Common Stock to the extent that we have sufficient funds available for such purpose, the declaration, amount and payment of any future dividends on shares of Class A common stock will be at the sole discretion of our board of directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant. The existing debt agreements of Station LLC limit the ability of Station LLC to make distributions to Station Holdco, which effectively restricts the ability of Station Holdco to distribute sufficient funds to permit Station Corp. to pay dividends to its stockholders. In addition, Station Corp. will be required to apply funds distributed by Station Holdco to pay taxes and make payments under the tax receivable agreement. Therefore, we cannot assure you that you will receive any dividends on your Class A Common Stock. Accordingly, you may need to sell your shares of Class A Common Stock to realize a return on your investment, and you may not be able to sell your shares above the price you paid for them. See "Dividend Policy."

Anti-takeover provisions and shareholder requirements in our charter documents, provisions of Delaware law and Nevada gaming laws may delay or prevent our acquisition by a third party, which might diminish the value of our Class A Common Stock. Provisions in our debt agreements may also require an acquirer to refinance our outstanding indebtedness if a change of control occurs, which could discourage or increase the costs of a takeover.

In addition to our Principal Equityholders owning approximately % of the combined voting power of our common stock following the consummation of this Offering, which will permit them to control decisions made by our stockholders, including election of directors and change of control

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transactions, our amended and restated certificate of incorporation and bylaws are expected to contain provisions which could make it harder for a third party to acquire us. These provisions include certain super-majority approval requirements and limitations on actions by written consent of our stockholders at any time that the Fertitta Family Entities hold less than 10% of the LLC Units. In addition, our board of directors will have the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. Our amended and restated certificate of incorporation will also impose some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock other than the Fertitta Family Entities. See "Description of Capital Stock."

The Nevada Gaming Control Act and the rules and regulations promulgated thereunder (collectively, the "Nevada Act") provides that persons who acquire beneficial ownership of more than 5% of the voting or non-voting securities of a registered corporation under Nevada gaming laws ("Registered Corporation") must report the acquisition to the Nevada Commission. The Nevada Act also requires that beneficial owners of more than 10% of the voting securities of a Registered Corporation must apply, subject to certain exceptions, to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing.

Further, changes in control of the Company through merger, consolidation, stock or asset acquisitions (including stock issuances in connection with restructuring transactions), management or consulting agreements, or any act or conduct by a person whereby such person obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and the Nevada Commission that they meet a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling equity holders, officers, managers and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction. The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation's board of directors or similar governing entity in response to a tender offer made directly to the Registered Corporation's equity holders for the purpose of acquiring control of the Registered Corporation.

These anti-takeover provisions, shareholder requirements and other provisions under Delaware law and Nevada gaming laws could discourage, delay or prevent a transaction involving a change in control of our company, including transactions that our stockholders may deem advantageous, and negatively affect the trading price of our Class A Common Stock. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Under our credit facilities, a takeover of our company would likely constitute a "change of control" and be deemed to be an event of default under such facility, which would therefore require a third-party acquirer to refinance any outstanding indebtedness under the credit facility in connection with such takeover. Under the indenture governing our senior notes, any "change of control" would require us or a third-party acquirer to make an offer to noteholders to repurchase such notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest. In addition, we expect that the tax receivable agreement will provide that, in the event of a change of control, we will be required to make a payment equal to the present value of estimated future payments under the tax receivable agreement, which would result in a significant payment becoming due in the event of a change of control. These change of control provisions, and similar provisions in future agreements, are likely to

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increase the costs of any takeover and may discourage, delay or prevent an acquisition of our company by a third party.

Nevada gaming laws and regulations include requirements that may discourage ownership of our Class A Common Stock or otherwise impact the price of our Class A Common Stock.

Any beneficial owner of our voting or non-voting securities, regardless of the number of shares owned, may be required to file an application, may be investigated, and may be required to obtain a finding of suitability as a beneficial owner of our securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the beneficial owner of our voting or non-voting securities who must be found suitable is a corporation, partnership, limited partnership, limited liability company or trust, it must submit detailed business and financial information, including a list of its beneficial owners, to the Nevada Board. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

Any person who acquires more than 5% of Station Corp.'s voting power must report the acquisition to the Nevada Commission. Nevada gaming regulations also require that beneficial owners of more than 10% of Station Corp.'s voting power apply to the Nevada Commission for a finding of suitability within 30 days after the Chairman of the Nevada Board mails written notice requiring such filing. Further, an "institutional investor", as defined in the Nevada gaming regulations, that acquires more than 10%, but not more than 25%, of Station Corp.'s voting power may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds Station Corp.'s voting securities for investment purposes only. Further, because Station Holdco will be considered a licensed entity and not a public company by the Nevada Gaming Authorities, all holders of equity securities of Station Holdco, including current members of Station Holdco, will be required to apply for a finding of suitability or licensing or, if they are "institutional investors" and their percentage ownership interest in Station Holdco does not exceed specified levels, obtain a waiver of such finding of suitability or register with the Nevada Gaming Authorities. If the Nevada Gaming Authorities deny an application for a waiver of a finding of suitability, the applicable member of Station Holdco would be required to apply for a finding of suitability or licensing.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission, or the Chairman of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any equity holder who is found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common equity of a Registered Corporation beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We will be subject to disciplinary action if, after we receive notice that a person is unsuitable to be an equity holder or to have any other relationship with us or our licensed or registered subsidiaries, we (i) pay that person any dividend or interest upon our securities, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by the board of directors of Station Corp. The purchase may be made in cash, notes that bear interest at the applicable federal rate or a combination of notes and cash. Additionally, the CCLGLB has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license. The cumulative effect of these laws and regulations may discourage ownership of our Class A common stock or otherwise impact the price of our Class A common stock.

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Moreover, if any of our significant stockholders or members of Station Holdco is required to, but does not, apply for a finding or suitability or licensing or is found unsuitable by the Nevada Commission, they may rapidly liquidate their equity holdings, which could cause the market price of our Class A Common Stock to decline. Additionally, we could be required to repurchase any shares or LLC Units held by such significant stockholder or member for cash, notes bearing interest at the applicable federal rate or a combination of cash and notes. In the event that we were required to repurchase shares for cash, our cash position would be reduced and our liquidity and financial condition could be materially adversely affected. There can be no assurance that we would have sufficient cash available to meet such obligation as well as our continuing operating requirements or that, if additional financing were required, that such financing could be obtained on terms acceptable to us, if at all.

Future offerings of debt securities or additional or increased loans, which would rank senior to our common stock upon our bankruptcy or liquidation, and future offerings of equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our Class A Common Stock.

In the future, we may attempt to increase our capital resources through offerings of debt securities, entering into or increasing amounts under our loan agreements or additional offerings of equity securities. Upon bankruptcy or liquidation, holders of our debt securities, including holders of our senior notes, and shares of preferred stock, if any is issued, and lenders with respect to our indebtedness, including our credit facility, will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both. Our preferred stock, if issued, will likely have a preference on liquidating distributions or a preference on dividend payments or both that could limit our ability to make a dividend distribution to the holders of our common stock. Our decision to issue securities in any future offering or enter into or increase loan amounts will depend on our management's views on our capital structure and financial results, as well as market conditions and other factors beyond our control. As a result, we cannot predict or estimate the amount, timing or nature of any such future transaction, and purchasers of our Class A Common Stock in this Offering bear the risk of our future transactions reducing the market price of our Class A Common Stock and diluting their ownership interest in our company.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry and markets or downgrade our Class A Common Stock, the price of our Class A Common Stock could decline.

The trading market for our Class A Common Stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry and markets. One or more analysts could downgrade our Class A Common Stock or issue other negative commentary about our company or our industry or markets. In addition, we may be unable or slow to attract sufficient research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price and volume of our Class A Common Stock could decline.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur significant legal, accounting and other expenses that we have not previously incurred, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and related rules implemented by the SEC and the . The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more

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time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could materially and adversely affect us.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. We cannot be certain that we will be successful in implementing or maintaining adequate internal control over our financial reporting and financial processes. Furthermore, as we grow our business, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Additionally, the existence of any material weakness or significant deficiency would require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner. The existence of any material weakness or significant deficiency in our internal control over financial reporting could also result in errors in our financial statements that could require us to restate our financial statements, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, all of which could materially and adversely affect us.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "projects," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate and potential acquisitions. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause our results to vary from expectations include, but are not limited to:

•: our reliance on the Las Vegas market;
•: the impact of business conditions, including competitive practices, changes in customer demand and the cyclical nature of the gaming and hospitality business generally, on our business and results of operations;
•: the impact of general economic conditions outside our control, including changes in interest rates, consumer confidence and unemployment levels, on our business and results of operations;
•: the effects of intense competition that exists in the gaming industry;
•: the risk that new gaming licenses or gaming activities, such as internet gaming, are approved and result in additional competition;
•: our substantial outstanding indebtedness and the effect of our significant debt service requirements on our operations and ability to compete;
•: the risk that we will not be able to finance our development and investment projects or refinance our outstanding indebtedness;
•: the impact of extensive regulation from gaming and other government authorities on our ability to operate our business and the risk that regulatory authorities may revoke, suspend, condition or limit our gaming or other licenses, impose substantial fines or take other actions that adversely affect us;
•: risks associated with changes to applicable gaming and tax laws that could have a material adverse effect on our financial condition;
•: adverse outcomes of legal proceedings and the development of, and changes in, claims or litigation reserves;

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•: risks associated with development, construction and management of new projects or the expansion of existing facilities, including cost overruns, construction delays, environmental risks and legal or political challenges; and
•: the lack of a public market for our common stock.

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. We urge you to read this entire prospectus carefully, including the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Our Business," for a more complete discussion of the factors that could affect our future performance and the industry in which we operate. In light of these risks, uncertainties and assumptions, the forward-looking events described in this prospectus may not occur.

Investors are urged not to place undue reliance on forward-looking statements. In addition, the Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events or changes to projections over time unless required by federal securities laws. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this prospectus.

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THE REORGANIZATION OF OUR CORPORATE STRUCTURE

The following chart summarizes our organizational structure following the consummation of the Offering and Reorganization Transactions and the Fertitta Entertainment Acquisition. This chart is provided for illustrative purposes only and does not purport to represent all legal entities owned or controlled by us:

(1): Shares of Class A Common Stock and Class B Common Stock vote as a single class. Each outstanding share of Class A Common Stock will be entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis

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assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. In accordance with the exchange agreement to be entered into in connection with the Offering and Reorganization Transactions, holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash.

(2): As part of the Offering and Reorganization Transactions, the Merging Blockers will merge with newly-formed subsidiaries of Station Corp. in the Blocker Mergers, which are intended to qualify as tax-free for U.S. federal income tax purposes. In the Blocker Mergers, the owner(s) of each Merging Blocker will collectively receive one share of Class A Common Stock for each LLC Unit owned by such Merging Blocker and such number of LLC Units as would be issuable upon a cashless exercise of the Warrants held by such Merging Blocker. In the aggregate, approximately number of shares of Class A Common Stock of Station Corp. are expected to be issued as consideration in the Blocker Mergers, assuming an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). The number of shares of Class A Common Stock issued in the Blocker Mergers will depend on the actual initial public offering price per share.

Assuming that all of the outstanding Warrants are exercised on a cashless basis and an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus), an aggregate of shares of Class A Common Stock (on an as-exchanged basis) will be issuable upon exercise of the Warrants (excluding Warrants held by the Merging Blockers).
(3): Holders of profit units issued by Station Holdco, all of whom are current or former employees of Station LLC, will receive restricted shares of Class A Common Stock issued pursuant to the terms our new Station Casinos Corp. 2015 Equity Incentive Plan in substitution for such profit units. As of September 30, 2015, an aggregate of 10,177,605 Station Holdco profit units were outstanding. Pursuant to the terms of the Station Holdco Amended and Restated Profit Unit Plan, an aggregate of restricted shares of Class A Common Stock will be substituted for the outstanding Station Holdco profit units (assuming an initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the number of restricted shares of Class A Common Stock issuable in substitution for the profit units by shares.
(4): A portion of these LLC Units will be held by subsidiaries of Station Corp. Assumes no exercise of the underwriters' option to purchase additional shares. If the underwriters exercise their option to purchase additional shares in full, (i) the shares of Class A Common Stock held by public shareholders will constitute % of the voting power in Station Corp., (ii) holders of Class B Common Stock will have % of the voting power of Station Corp., (iii) the LLC Units held by the existing owners will constitute % of the outstanding LLC Units in Station Holdco, and (iv) Station Corp. will own % of the outstanding LLC Units in Station Holdco.

Following the consummation of the Offering and Reorganization Transactions, Station Corp. will be a holding company and its sole material asset will be a controlling equity interest in Station Holdco. As the sole managing member of Station Holdco, Station Corp. will operate and control all of the business and affairs of Station Holdco and its subsidiaries. Accordingly, although Station Corp. will own a minority economic interest in Station Holdco following the consummation of the Offering, Station Corp. will have 100% of the voting power and will control management of Station Holdco, subject to certain exceptions. The combined financial results of Station Holdco and its consolidated subsidiaries (including Fertitta Entertainment) will be consolidated in our financial statements.

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Station Corp. was incorporated as a Delaware corporation on September 9, 2015 and has not engaged in any business or other activities except in connection with its formation. Immediately prior to the completion of this Offering, Station Corp. intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A Common Stock and Class B Common Stock. Each outstanding share of Class A Common Stock will be entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owns LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote and will have the terms described under "Description of Capital Stock." Station Corp.'s Class A Common Stock will be issued to investors in this Offering.

Station Corp. intends to use:

•: $ million to acquire newly-issued LLC Units in Station Holdco (or LLC Units for an aggregate of $ million if the underwriters exercise their option to purchase additional shares in full). In turn, Station Holdco intends to use $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) of the proceeds it receives from Station Corp. to pay a portion purchase price for the Fertitta Entertainment Acquisition. The balance of the Fertitta Entertainment Acquisition will be funded by debt incurred by Station LLC. Such purchase price will be payable to members of Fertitta Entertainment, which include entities affiliated with Frank J. Fertitta III, Lorenzo J. Fertitta and certain other executive officers and employees of Fertitta Entertainment. Following the consummation of the Fertitta Entertainment Acquisition, we expect to assume or enter into new employment agreements or other employment relationships with our executive officers and other individuals who were employed by Fertitta Entertainment and provided services to us through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition; and
•: $ million to purchase LLC Units (or LLC Units for an aggregate of $ million if the underwriters exercise their option to purchase additional shares in full) from certain of our existing owners, at a per-LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this Offering. Accordingly, we will not retain any of these proceeds. We expect that Station Corp. will purchase an aggregate of LLC Units from FI Station Investor (or LLC Units if the underwriters exercise their option to purchase additional shares in full).

Station Holdco currently owns non-voting interests in Station LLC that represent all of the economic interests of Station LLC. The voting interests of Station LLC are held by Station Voteco. Station Voteco is owned by Robert A. Cashell Jr., who is designated as a member of Station Voteco by GACC, and an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta. Immediately prior to the consummation of this Offering, Station Voteco will merge with and into Station Holdco. No consideration will be payable to the members of Station Voteco in connection with such merger. Upon consummation of the merger of Station Voteco with and into Station Holdco, the limited liability company agreement of Station LLC will be amended to reclassify the voting and non-voting classes of membership interests into one class of voting membership interests and to reflect that Station Holdco is the sole owner of all such outstanding membership interests.

As a result of the transactions described above:

•: the investors in this Offering will collectively own shares of our Class A Common Stock (or shares of our Class A Common Stock if the underwriters exercise their option to purchase

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additional shares in full) and Station Corp. will hold LLC Units (or LLC Units if the underwriters exercise their option to purchase additional shares in full);

•: our existing owners will hold LLC Units (or LLC Units if the underwriters exercise their option to purchase additional shares in full) and shares of Class A Common Stock issuable in the Blocker Mergers (assuming a cashless exercise of the Warrants and that all of the Warrants are exercised for LLC Units and an initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus);
•: the investors in this Offering will collectively have % of the voting power in Station Corp. (or % if the underwriters exercise their option to purchase additional shares in full); and
•: Station Holdco's existing owners, through their holdings of our Class B Common Stock, will have % of the voting power in Station Corp. (or % if the underwriters exercise their option to purchase additional shares in full).

In connection with this Offering, we will enter into an exchange agreement with the existing owners of Station Holdco. Under the exchange agreement, it is expected that the existing owners of Station Holdco (and certain permitted transferees thereof) may elect or, under certain circumstances, will be obligated, subject to certain requirements, to exchange their LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash. As a holder exchanges its LLC Units, Station Corp.'s interest in Station Holdco will be automatically and correspondingly increased. See "Certain Relationships and Related Party Transactions—Exchange Agreement."

The purchase of LLC Units with the net proceeds of this Offering and subsequent exchanges of LLC Units are expected to result in increases in the tax basis of the assets of Station Holdco that otherwise would not be available. These increases in tax basis may reduce the amount of tax that Station Corp. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets. In connection with the Offering and Reorganization Transactions, we will enter into a tax receivable agreement with the existing owners of Station Holdco that is expected to provide for the payment by Station Corp. to those owners of 85% of the amount of the benefits, if any, that Station Corp. realizes or is deemed to realize as a result of (i) these increases in tax basis and (ii) certain other tax benefits related to our entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. These payment obligations are obligations of Station Corp. and not of Station Holdco. We expect that all of the intangible assets, including goodwill, of Station Holdco at the time of this Offering allocable to LLC Units acquired or deemed acquired in taxable transactions by Station Corp. from existing owners of Station Holdco will be amortizable for tax purposes. Station Corp. and its stockholders will retain the remaining 15% of the tax benefits that Station Corp. is deemed to realize. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

All existing owners of Station Holdco other than Station Corp. also will hold shares of Class B Common Stock. Although these shares will have no economic rights, they will allow those owners of Station Holdco to exercise voting power at Station Corp., the managing member of Station Holdco. Under our amended and restated certificate of incorporation, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. Holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of

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Class A Common Stock on a one-for-one basis or, at our election, for cash. Accordingly, as existing owners of Station Holdco exchange LLC Units and shares of Class B Common Stock for shares of Class A Common Stock or, at our election, for cash pursuant to the exchange agreement, the voting power afforded to them by their shares of Class B Common Stock will be correspondingly reduced. After completion of this Offering, the existing members of Station Holdco will beneficially own shares of Class B Common Stock that represent % of the voting power represented by our outstanding common stock and will have effective control over the outcome of votes on all matters requiring approval by our stockholders.

We will grant registration rights to existing members of Station Holdco with respect to shares of Class A Common Stock delivered in exchange for LLC Units subject to the lock-up agreements discussed under "Underwriting (Conflicts of Interest)". In addition, such members will be entitled to request to participate in, or "piggyback" on, certain registrations of any of our securities offered for sale by us at any time after the completion of this Offering and the Principal Equityholders and GACC will be entitled to cause the Company to register the shares of Class A Common Stock they could acquire upon exchange of their LLC Units, subject to certain contractual restrictions, including the terms of the lock-up agreements discussed under "Underwriting (Conflicts of Interest)". See "Certain Relationships and Related Party Transactions—Registration Rights."

Pursuant to the amended and restated limited liability company agreement of Station Holdco that will be entered into in connection with this Offering, it is expected that Station Corp., as sole managing member, will have the right to determine when distributions will be made to the members of Station Holdco and the amount of any such distributions, other than with respect to tax distributions as described below. If Station Holdco authorizes a distribution, such distribution will be made to the members of Station Holdco, including Station Corp., pro rata in accordance with the percentages of their respective LLC Units.

Station Corp. will incur U.S. federal, state and local income taxes on its allocable share of any taxable income of Station Holdco. Subject to certain limitations, the amended and restated limited liability company agreement will provide, subject to Station Holdco having available cash and compliance with applicable agreements governing our indebtedness, for quarterly (and in some cases more frequent) cash distributions to the holders of LLC Units, including Station Corp. Station Corp. will receive a pro rata portion of any distribution from Station Holdco. Generally, tax distributions will be computed by first determining the tax amount of each holder of LLC Units, which amount will generally equal the taxable income allocated to each holder of LLC Units (with certain adjustments) and then multiplying that income by an assumed tax rate. Station Holdco will then determine an aggregate tax distribution amount by reference to the highest individual LLC Unit holder's tax amount and, subject to certain limitations, will distribute that aggregate amount to all holders of LLC Units as of the tax distribution date based on their percentage ownership interests at the time of the distribution. See "Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of Station Holdco."

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our Class A Common Stock in this Offering, after deducting underwriting discounts and commissions and offering expenses payable by us, will be approximately $ million ($ million if the underwriters exercise in full their option to purchase additional shares) based on an assumed initial public offering price of $ per share (the midpoint of the price range set forth on the cover page of this prospectus). We intend to use such net proceeds as follows:

•: $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) to acquire newly-issued LLC Units in Station Holdco.
•: In turn, Station Holdco intends to use $ of the proceeds it receives from us to pay a portion of the purchase price for the Fertitta Entertainment Acquisition. The balance of the purchase price for the Fertitta Entertainment Acquisition will be funded by debt incurred by Station LLC. See "Capitalization" for additional details regarding the terms of the debt financing for the balance of the purchase price for the Fertitta Entertainment Acquisition.
•: $ million (or $ million if the underwriters exercise their option to purchase additional shares in full), to purchase LLC Units from certain of our existing owners, at a per-LLC Unit price equal to the price paid by the underwriters for shares of our Class A Common Stock in this Offering. Accordingly, we will not retain any of these proceeds.

We will not receive any proceeds from the sale of shares of Class A Common Stock by the selling stockholders.

Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this Offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1,000,000 shares offered by us would increase the net proceeds to us from this Offering by approximately $ million, after deducting the underwriting discount and estimated offering expenses payable by us. Conversely, a decrease of 1,000,000 shares in the number of shares offered by us would decrease the net proceeds to us from this Offering by approximately $ million, after deducting underwriting discounts and commissions and offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.

In connection with the Fertitta Entertainment Acquisition, Fertitta Business Management LLC, a Nevada limited liability company, LNA Investments, LLC, a Nevada limited liability company, KVF Investments, LLC, a Nevada limited liability company, and FE Employeeco LLC, a Delaware limited liability company, which are all owned or were formed for the benefit of Frank J. Fertitta III and Lorenzo J. Fertitta or their children or are owned by the executive officers of the Company and other employees of Fertitta Entertainment, will receive a pro rata share of the purchase price. See "Certain Relationships and Related Party Transactions—Acquisition of Fertitta Entertainment." The terms of the Fertitta Entertainment Acquisition were negotiated on behalf of Station LLC by a special committee of the board of managers of Station LLC comprised of Dr. James E. Nave and Mr. Robert E. Lewis, each of whom was determined to be disinterested in the Fertitta Entertainment Acquisition, with the assistance and counsel of independent legal and financial advisors retained by such special committee.

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DIVIDEND POLICY

Following this Offering and subject to legally available funds, we intend to pay quarterly cash dividends to the holders of our Class A Common Stock initially equal to $ per share of Class A Common Stock, commencing with the quarter of . The declaration, amount and payment of any future dividends on shares of Class A Common Stock will be at the sole discretion of our board of directors and we may reduce or discontinue entirely the payment of such dividends at any time. Our board of directors may take into account general and economic conditions, our financial condition and operating results, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

Station Corp. is a holding company and has no material assets other than its ownership of LLC Units in Station Holdco. We intend to cause Station Holdco to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Station Holdco makes such distributions to Station Corp., the other holders of LLC Units will also be entitled to receive distributions pro rata in accordance with the percentages of their respective limited liability company interests.

The existing debt agreements of Station LLC, including those governing its credit facility and senior notes, contain restrictive covenants that limit its ability to make distributions. Because the only asset of Station Holdco is Station LLC, the limitations on such distributions will effectively limit the ability of Station Holdco to make distributions to Station Corp. In addition, any financing arrangements that we or any of our subsidiaries enter into in the future may contain similar restrictions. In addition, Station Holdco is generally prohibited under Delaware law from making a distribution to a member to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of Station Holdco (with certain exceptions) exceed the fair value of its assets. Subsidiaries of Station Holdco, including Station LLC and its subsidiaries, are generally subject to similar legal limitations on their ability to make distributions to their members or equityholders.

Because Station Corp. must pay taxes and make payments under the tax receivable agreement, amounts ultimately distributed as dividends to holders of our Class A Common Stock are expected to be less than the amounts distributed by Station Holdco to its members on a per LLC Unit basis.

Station Holdco made distributions to its existing owners in the amount of $153.3 million and $69.2 million during 2014 and 2013, respectively. Distributions to Station Holdco's existing owners through September 30, 2015 have amounted to $188.4 million.

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and capitalization as of September 30, 2015 for:

•: Station Holdco; and
•: Station Corp. on a pro forma basis to give effect to the Offering and Reorganization Transactions described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" and the effect of the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta Entertainment Acquisition as if such transactions had occurred on September 30, 2015.

The information in this table should be read in conjunction with "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Combined Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2015

	Station Holdco Actual		Station Corp. Pro Forma(1)
	(amounts in thousands) (unaudited)
Cash and cash equivalents	$	102,648



Current portion of long term debt	$	114,770

Debt:
7.50% Senior Notes due 2021(2)	$	500,000
Term Loan(3)		1,411,926
Restructured Land Loan(2)		114,117
Revolving Credit Facility and other facilities(3)		—
Fertitta Entertainment Credit Facility and other debt		69,160
Other debt of Station LLC		35,325

Total long term debt, less current portion	$	2,130,528

Equity:
Class A Common Stock, $0.01 par value per share, shares authorized and shares issued and outstanding on a pro forma basis		—
Class B Common Stock, $0.01 par value per share, shares authorized and shares issued and outstanding on a pro forma basis		—
Additional paid-in capital		—
Total members' equity/total stockholders' equity attributable to us		524,735
Noncontrolling interest		22,465

Total members'/stockholders' equity		547,200

Total capitalization	$	2,792,498

(1): A $1.00 decrease or increase in the assumed initial public offering price would result in approximately a $ million decrease or increase in the pro forma amounts of each of (i) cash and cash equivalents, (ii) additional paid-in capital, (iii) total stockholders'

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equity attributable to us, (iv) total stockholders' equity and (v) total capitalization, assuming the total number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

(2): Long term debt amounts reflect the principal amount of indebtedness and do not include unamortized debt discounts recorded in accordance with GAAP. Accordingly, the amounts reflected in the table above will not agree to the amounts reported on our combined balance sheet.
(3): As of September 30, 2015, we had $271.8 million of borrowing availability under our $350 million revolving credit facility, which is net of outstanding letters of credit and similar obligations totaling $33.2 million. We expect to incur approximately $ of indebtedness to finance a portion of the purchase price for the Fertitta Entertainment Acquisition.

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DILUTION

If you invest in our Class A Common Stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our Class A Common Stock and the pro forma net tangible book value per share of our Class A Common Stock after this Offering. Dilution results from the fact that the per share offering price of the Class A Common Stock is substantially in excess of the pro forma net tangible book value per share of our Class A Common Stock after this Offering.

The pro forma net tangible book value of Station Corp. as of September 30, 2015 would have been $ or $ per share of Class A Common Stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share of Class A Common Stock represents pro forma net tangible book value divided by the number of shares of Class A Common Stock outstanding, in each case, after giving effect to the Offering and Reorganization Transactions described under "The Reorganization of Our Corporate Structure" and the effect of the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta Entertainment Acquisition assuming that all of the holders of LLC Units (other than Station Corp.) exchanged their LLC Units, together with all outstanding shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis.

After giving effect to the sale of the shares of Class A Common Stock in this Offering, at an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover page of this prospectus), the receipt and application of the net proceeds as described under "Use of Proceeds" and after giving effect to the Offering and Reorganization Transactions and the effect of the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta Entertainment Acquisition, Station Corp.'s as adjusted pro forma net tangible book value as of September 30, 2015 would have been $ or $ per share of Class A Common Stock assuming that all of the holders of LLC Units (other than Station Corp.) exchanged their LLC Units, together with all outstanding shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis. The following table illustrates this per share dilution assuming the underwriters do not exercise their option to purchase additional shares:


Assumed initial public offering price per share of Class A Common Stock					$
Pro forma net tangible book value per share of Class A Common Stock as of September 30, 2015(1)
Increase in pro forma net tangible book value per share of Class A Common Stock attributable to new investors
As adjusted pro forma net tangible book value per share of Class A Common Stock after Offering(2)

Dilution per share of Class A Common Stock to new investors					$

(1): Reflects outstanding shares of Class A Common Stock, consisting of outstanding shares of Class A Common Stock issuable upon the exchange of LLC Units and corresponding shares of Class B Common Stock to be held by existing owners immediately prior to this Offering.
(2): Reflects outstanding shares of Class A Common Stock, consisting of (i) shares of Class A Common Stock to be issued in this Offering and (ii) the shares described in note (1) above less the shares of Class A Common Stock issuable upon the exchange of LLC Units and corresponding shares of Class B Common Stock to be purchased from certain of our existing owners using a portion of the net proceeds from this Offering.

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Dilution is determined by subtracting pro forma net tangible book value per share of Class A Common Stock after the Offering from the initial public offering price per share of Class A Common Stock. Because our existing owners do not own any Class A Common Stock or other economic interests in Station Corp. (other than shares of Class A Common Stock to be issued in the Blocker Mergers or in substitution of outstanding profit units of Station Holdco), we have presented dilution in pro forma net tangible book value per share of Class A Common Stock to investors in this Offering assuming that all of the holders of LLC Units in Station Holdco (other than Station Corp.) exchanged their LLC Units, together with all outstanding shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis in order to more meaningfully present the dilutive impact on the investors in this Offering.

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of Class A Common Stock would increase (decrease) our pro forma net tangible book value after this Offering by $ and the dilution per share to new investors by $ , in each case assuming the number of shares of Class A Common Stock offered, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this Offering.

To the extent the underwriters' option to purchase additional shares is exercised, there will be further dilution to new investors.

The following table sets forth, on the same pro forma basis, as of September 30, 2015, the number of shares of Class A Common Stock purchased from Station Corp., the total consideration paid, or to be paid, and the average price per share paid, or to be paid, by existing owners and by the new investors, assuming that all of the existing holders of LLC Units (other than Station Corp.) exchanged their LLC Units, together with all outstanding shares of Class B Common Stock, for shares of our Class A Common Stock on a one-for-one basis:

	Shares of Class A Common Stock Purchased			Total Consideration

	Shares of Class A Common Stock Purchased			Total Consideration			Average Price Per Share of Class A Common Stock
	Number	Percent		Amount	Percent		Average Price Per Share of Class A Common Stock
Existing owners			%	$		%	$
New investors

Total				$			$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share of Class A Common Stock would increase (decrease) total consideration paid by existing owners and new investors in this Offering by $ and $ , respectively, and would increase (decrease) the average price per share paid by existing owners and new investors by $ and $ , respectively, assuming the number of shares of Class A Common Stock offered, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and offering expenses payable by us in connection with this Offering.

To the extent the underwriters' option to purchase additional shares is exercised, there will be further dilution to new investors.

We may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additional capital is raised through the sale of equity or convertible securities, the issuance of these securities could result in further dilution to our stockholders.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

We have historically operated our business through Station LLC under management agreements with Fertitta Entertainment. In October 2015, Station LLC entered into an agreement to purchase all of the outstanding membership interests of Fertitta Entertainment for aggregate cash consideration of $460 million. Because Station Holdco and Fertitta Entertainment are under common control, the purchase constitutes an acquisition of an entity under common control for accounting purposes. The acquisition will result in a change in reporting entity requiring retrospective combination of the entities' consolidated financial statements as if the combination had been in effect since the inception of common control, which was established on April 30, 2012. Our predecessor entity for accounting purposes is Station Holdco (the "Predecessor"). See "Presentation of Financial Information."

The following unaudited pro forma condensed combined financial information gives pro forma effect to the Offering and Reorganization Transactions as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" and the Fertitta Entertainment Acquisition, including the effect of the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta Entertainment Acquisition, as if such transactions occurred on January 1, 2014 in the case of the condensed combined statement of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015, and on September 30, 2015, in the case of the condensed combined balance sheet as of September 30, 2015, and are based on available information and certain assumptions we believe are reasonable, but are subject to change. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed combined statements of operations and unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial information should be read in conjunction with the sections of this prospectus captioned "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical combined financial statements and related notes included elsewhere in this prospectus.

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position that would have occurred had we operated as a public company during the periods presented. The unaudited pro forma condensed combined financial information does not purport to be indicative of our results of operations or financial position had the Offering and Reorganization Transactions occurred on the dates assumed. The unaudited pro forma condensed combined financial information also does not project our results of operations or financial position for any future period or date.

The pro forma adjustments principally give effect to:

•: the issuance of shares of Class B Common Stock to our existing owners;

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•: the issuance of shares of Class A Common Stock of Station Corp. in connection with this Offering;
•: the issuance of shares of Class A Common Stock of Station Corp. in connection with the Blocker Mergers;
•: the issuance of LLC Units upon an assumed cashless exercise of Warrants (other than Warrants held by the Merging Blockers);
•: the issuance of an aggregate of restricted shares of Class A Common Stock pursuant to the terms of our new Station Casinos Corp. 2015 Equity Incentive Plan in substitution for an aggregate of 10,177,605 profit units of Station LLC as of September 30, 2015 held by individuals who are our employees or former employees;
•: the incurrence of $ of borrowings and the application of a portion of the proceeds of this Offering to pay the $460 million purchase price in the Fertitta Entertainment Acquisition;
•: the transfer of certain assets by Fertitta Entertainment prior to, and the repayment of certain liabilities of Fertitta Entertainment in connection with, the Fertitta Entertainment Acquisition;
•: the purchase by Station Corp. of LLC Units from certain of our existing owners;
•: the execution of a tax receivable agreement by and between Station Corp. and Station Holdco and the recognition of a related payable under such agreement arising as a result of the purchase by Station Corp. of LLC Units from certain of our existing owners;
•: the consolidation of Station Holdco and its consolidated subsidiaries into Station Corp.'s financial statements in accordance with ASC 810, pursuant to which Station Corp. will record a non-controlling interest in Station Holdco, and the resulting increase to additional paid-in capital to allocate a portion of the net proceeds from the Offering to Station Corp.;
•: with regard to the unaudited pro forma condensed combined statements of operations, a provision for corporate income taxes on the income attributable to Station Corp. at an effective rate of %, which includes a provision for U.S. Federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction;
•: compensation expense associated with the grant of stock options to employees in connection with our new Station Casinos Corp. 2015 Equity Incentive Plan; and
•: transaction expenses incurred in connection with this Offering.

We have not made an adjustment for additional accounting, legal and information technology costs that we expect to incur as a result of being a public company. As a public company, we expect our general and administrative expenses to increase in an amount that we cannot determine at this time due to greater expenses related to corporate governance, SEC reporting and other compliance matters.

The unaudited pro forma condensed combined financial information presented assumes no exercise by the underwriters of the option to purchase up to an additional shares of Class A Common Stock from us and that the shares of Class A Common Stock to be sold in this Offering are sold at $ per share of Class A Common Stock, which is the midpoint of the price range indicated on the front cover of this prospectus.

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STATION CASINOS CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2015

(in thousands)

	Station Holdco					Station Corp. Pro Forma

ASSETS
Current assets:
Cash and cash equivalents	$	102,648		2(a)	2(c)	$
Restricted cash		1,067
Receivables, net		34,543
Inventories		8,859
Prepaid gaming tax		20,786
Prepaid expenses and other current assets		10,372
Current assets of discontinued operations		196
Assets held for sale		15,346
Deferred tax asset		—			2(d)

Total current assets		193,817
Property and equipment, net		2,145,485		2(b)
Goodwill		195,676
Intangible assets, net		154,581
Land held for development		174,320
Investments in joint ventures		14,358
Native American development costs		11,264
Related party note receivable		17,382		2(b)
Other assets, net		45,936		2(a)

Total assets	$	2,952,819				$



LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	21,734				$
Accrued interest payable		3,988
Other accrued liabilities		146,185			2(e)
Current portion of long-term debt		114,770		2(a)
Current liabilities of discontinued operations		106

Total current liabilities		286,783
Long-term debt, less current portion		2,086,359		2(a)
Deficit investment in joint venture		2,312
Interest rate swap and other long-term liabilities, net		30,165
Payable related to parties pursuant to tax receivable agreement		—			2(d)

Total liabilities		2,405,619

Commitments and contingencies
Members' equity:
Members' equity, issued and outstanding					2(f)
Class A Common Stock, par value $0.01 per share, shares authorized; shares issued and outstanding on a pro forma basis					2(f)
Class B Common Stock, par value $0.01 per share, shares authorized; shares issued and outstanding on a pro forma basis					2(f)
Combined members' equity		531,428			2(g)
Accumulated other comprehensive loss		(6,693	)

Total equity attributable to Station Corp.		524,735
Noncontrolling interest		22,465			2(h)

Total members'/stockholders' equity		547,200

Total liabilities and members'/stockholders' equity	$	2,952,819				$

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STATION CASINOS CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

(in thousands, except for shares and per share data)

	Station Holdco			Pro Forma Adjustments Attributable to the Fertitta Entertainment Acquisition		As Adjusted Before this Offering	Pro Forma Adjustments Attributable to the Offering and Reorganization Transactions (excluding the Fertitta Entertainment Acquisition)		Station Corp. Pro Forma

Operating revenues:
Casino	$	897,361		$		$	$		$
Food and beverage		239,212
Room		112,664
Other		70,522
Management fees		68,782

Gross revenues		1,388,541
Promotional allowances		(96,925	)

Net revenues		1,291,616

Operating costs and expenses:
Casino		341,490
Food and beverage		157,191
Room		45,479
Other		28,979
Selling, general and administrative		320,120						3(b)
Preopening		640
Depreciation and amortization		127,961
Asset impairment		11,739
Write-downs and other charges, net		20,956

		1,054,555

Operating income		237,061
Earnings from joint ventures		924

Operating income and earnings from joint ventures		237,985
Other (expense) income:
Interest expense, net		(151,702	)		3(a)
Loss on extinguishment of debt		(4,132	)
Gain on Native American development		49,074
Change in fair value of derivative instruments		(90	)

Income before income tax expense		131,135
Income tax expense		—			3(b)			3(c)

Net income (loss) from continuing operations		131,135
Discontinued operations		(42,548	)

Net income (loss)		88,587
Less: net loss attributable to noncontrolling interest		(11,955	)		3(c)			3(d)

Net income attributable to Station Corp	$	100,542		$		$	$		$



Supplemental pro forma net income per share data 3(e)
Basic weighted average number of Class A Common shares outstanding
Basic net income per share applicable to Class A Common Stock
Diluted weighted average number of Class A Common shares outstanding
Diluted net income per share applicable to Class A Common Stock

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STATION CASINOS CORP.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(in thousands, except for shares and per share data)

	Station Holdco			Pro Forma Adjustments Attributable to the Fertitta Entertainment Acquisition		As Adjusted Before this Offering	Pro Forma Adjustments Attributable to the Offering and Reorganization Transactions (excluding the Fertitta Entertainment Acquisition)		Station Corp. Pro Forma

Operating revenues:
Casino	$	683,598		$		$	$		$
Food and beverage		187,565
Room		92,311
Other		52,925
Management fees		63,703

Gross revenues		1,080,102
Promotional allowances		(75,918	)

Net revenues		1,004,184

Operating costs and expenses:
Casino		257,269
Food and beverage		121,197
Room		34,762
Other		19,537
Selling, general and administrative		253,941						3(b)
Preopening		1,121
Depreciation and amortization		103,896
Asset impairment		2,101
Write-downs and other charges, net		7,446

		801,270

Operating income		202,914
Earnings from joint ventures		1,070

Operating income and earnings from joint ventures		203,984
Other expense:		(109,030	)
Interest expense, net		(90	)
Loss on extinguishment of debt					3(a)
Change in fair value of derivative instruments		(4	)

Income before income tax expense		94,860
Income tax expense		—						3(c)

Net income from continuing operations		94,860
Discontinued operations		(171	)

Net income		94,689
Less: net income attributable to noncontrolling interest		5,730						3(d)

Net income attributable to Station Corp	$	88,959		$		$	$		$

Supplemental pro forma net income per share data 3(e)
Basic weighted average number of Class A Common shares outstanding
Basic net income per share applicable to Class A Common Stock
Diluted weighted average number of Class A Common shares outstanding
Diluted net income per share applicable to Class A Common Stock

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation and the Offering

We derived the unaudited pro forma condensed combined financial information set forth below through the application of pro forma adjustments to the historical combined financial statements of Station Holdco included elsewhere in this prospectus. We have historically operated our business through Station LLC under management agreements with Fertitta Entertainment. Our predecessor entity for accounting purposes is Station Holdco. The combined financial statements of Station Holdco comprise the financial statements of Station Holdco, Station Voteco, Station LLC, and Fertitta Entertainment and their respective consolidated subsidiaries. The following unaudited pro forma condensed combined financial information gives pro forma effect to the Offering and Reorganization Transactions, as described under "The Reorganization of Our Corporate Structure" and "Use of Proceeds" and the Fertitta Entertainment Acquisition, including the transfer of certain assets and repayment of certain liabilities of Fertitta Entertainment not included in the Fertitta Entertainment Acquisition, as if such transactions occurred on January 1, 2014 in the case of the condensed combined statement of operations for the year ended December 31, 2014 and for the nine months ended September 30, 2015, and on September 30, 2015 in the case of the condensed combined balance sheet as of September 30, 2015, and are based on available information and certain assumptions we believe are reasonable, but are subject to change. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed combined statements of operations and unaudited pro forma condensed combined balance sheet.

For the year ended December 31, 2014 and for the nine months ended September 30, 2015, and on September 30, 2015, the Predecessor represented all of our operations and held all of our assets and liabilities. Station Corp. was incorporated September 9, 2015 and has not conducted any operations. Station Corp. does not have any assets or liabilities. Accordingly, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2014 and the nine months ended September 30, 2015 and the unaudited pro forma condensed combined balance sheet as of September 30, 2015 present the historical financial condition of the Predecessor as a starting point for the pro forma presentation. As described in "The Reorganization of Our Corporate Structure," Station Corp. will become the sole managing member of Station LLC. The unaudited pro forma condensed combined balance sheet and condensed combined statements of operations are based on the historical combined balance sheet and statements of operations of Station Holdco and related adjustments.

2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments

The Unaudited Pro Forma Condensed Combined Balance Sheet reflects the effect of the following pro forma adjustments:

(a): Reflects the incurrence of $ of borrowings and the application of a portion of the proceeds of this Offering to pay the $460 million purchase price in the Fertitta Entertainment Acquisition. We plan to incur $ in additional borrowings under Station Casinos credit facilities.
(b): The Company has determined the Fertitta Entertainment Acquisition will constitute an acquisition of an entity under common control which will not require the application of the acquisition method of accounting under ASC 805. On April 30, 2012, Station Holdco and Fertitta Entertainment and their respective consolidated subsidiaries became under the common control of brothers Frank J. Fertitta III and Lorenzo J. Fertitta, who collectively hold more than 50% of their voting and economic interests. Accordingly, the column representing the historical financial information of Station Holdco, our predecessor for accounting

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

purposes, represents the effect of the retrospective combination of the financial statements of Station Holdco and Fertitta Entertainment for all periods subsequent to April 30, 2012. The pro forma adjustments reflect the transfer of related party notes receivable and certain other assets of Fertitta Entertainment prior to the consummation of the Fertitta Entertainment Acquisition and the repayment of all amounts outstanding under the Fertitta Entertainment credit facility substantially concurrently with the consummation of the Fertitta Entertainment Acquisition. As a result of such transactions, we did not acquire such assets and liabilities in connection with the Fertitta Entertainment Acquisition.

(c): Reflects the net effect on cash and cash equivalents of the receipt of net proceeds of $ from the Offering, based on an assumed initial public offering price of $ per share of Class A Common Stock, which is the midpoint of the price range listed on the cover page of this prospectus, a portion of which will be used to acquire newly-issued LLC Units in Station Holdco, which intends to contribute a portion of such proceeds to Station LLC to pay a portion of the purchase price for the Fertitta Entertainment Acquisition. Station Corp. intends to use the remaining net proceeds to purchase LLC Units from certain of Station LLC's existing owners. A $ increase or decrease in the assumed initial public offering price of $ per share would increase or decrease the net proceeds we receive from this Offering by approximately $ , assuming the number of shares offered by us as set forth on the cover page of this prospectus remains the same and after deducting offering expenses. See "Use of Proceeds."

Cash adjustments are as follows (in thousands):


Station Corp. cash from capitalization		$
plus:
Gross proceeds from this Offering
plus:
Borrowings under credit facilities
less:
Consideration for the Fertitta Entertainment Acquisition
Purchase of LLC Units from existing owners
Professional fees and expenses related to this Offering

		$

(d): Pro forma adjustments reflect the effects of the tax receivable agreement on our combined balance sheet as a result of Station Corp.'s purchase of LLC Units from certain existing owners. Pursuant to the tax receivable agreement, Station Corp. will be required to make cash payments to these existing owners equal to 85% of the savings, if any, in U.S. federal, state and local taxes that Station Corp. actually realizes, or in some circumstances is deemed to realize, as a result of certain future tax benefits to which Station Corp. may become entitled. These tax benefit payments are not necessarily conditioned upon one or more of the existing owners maintaining a continued ownership interest in either Station Holdco or Station Corp. Station Corp. expects to benefit from the remaining 15% of the tax benefits, if any, that it may actually realize.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

As a result, as of the date of Station Corp.'s purchase of LLC Units from existing owners in this Offering, on a cumulative basis, the net effect of accounting for income taxes and the tax receivable agreement on our financial statements will be a net increase in stockholders' equity of $ . The amounts to be recorded for both the deferred tax assets and the liability for our obligations under the tax receivable agreement have been estimated and are based on the assumption that there are no material changes in the relevant tax law and that we earn sufficient taxable income in each year to realize the full tax benefit of the amortization of our assets. A summary of the adjustments is as follows:

•: we will record an increase of $ in deferred tax assets for estimated income tax effects of the increase in the tax basis of the purchased LLC Units, based on an effective income tax rate of % (which includes a provision for U.S. federal, state, and local income taxes);
•: we will record $ which represents 85% of the estimated realizable tax benefit resulting from (i) the increase in tax basis in the tangible and intangible assets of Station Holdco on the date of this Offering related to the purchased LLC Units as noted above and (ii) certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement as an increase to the liability due to existing owners under the tax receivable agreement; and
•: we will record an increase to additional paid-in capital of $ , relating to (x) the Blocker Mergers and (y) the difference between the increase in deferred tax assets and the increase in liability due to existing owners under the tax receivable agreement (see note (g)).

Pursuant to the terms of the exchange agreement that we will enter into in connection with the Offering and Reorganization Transactions, holders of LLC Units will have the right to exchange their LLC Units for shares of Class A Common Stock or cash, at our election. Any exchanges of LLC Units for shares of Class A Common Stock pursuant to the exchange agreement may result in increases in the tax basis of the tangible and intangible assets of Station Holdco (85% of the realized tax benefits from which will be due to the exchanging LLC Unit holders and recorded as an additional payable pursuant to the tax receivable agreement) that otherwise would not have been available. These exchanges and the resulting effects of the tax receivable agreement on our combined financial statements have not been reflected in the unaudited pro forma condensed combined financial statements.

(e): Offering expenses are estimated to be approximately $ . Of this amount approximately $ are expected to be deducted from the proceeds received by Station Corp. in this Offering (see (c) above). As of September 30, 2015, we had incurred $ of offering expenses. We recorded an adjustment to accrued liabilities for additional offering expenses of $ that we estimate we will incur after September 30, 2015.
(f): Reflects the Offering and Reorganization Transactions, as described under "The Reorganization of Our Corporate Structure," including (i) the elimination of existing members' equity of $ in consolidation of Station Holdco into the financial statements of Station Corp., (ii) the issuance of shares of Class B Common Stock to Station Holdco's

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

2. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments (Continued)

existing owners, (iii) the issuance of shares of Class A Common Stock in the Blocker Mergers (iv) the issuance of shares of Class A Common Stock in this Offering for $ million.

(g): In connection with the Offering and Reorganization Transactions, the following pro forma adjustments were recorded to additional paid-in capital.


Gross proceeds received by Station Corp. from this Offering		$
Offering expenses
Acquisition of non-controlling interest of Station Holdco (see note (h))
Increase to additional paid-in capital for an amount equal to the difference between the increase in deferred tax assets and the increase in liability due to existing owners under the tax receivable agreement

		$

(h): After the Offering and Reorganization Transactions, as described in "The Reorganization of Our Corporate Structure," our only material asset will be the direct and indirect ownership of % of the LLC Units and our only business will be to act as the sole managing member of Station Holdco. Therefore, pursuant to ASC Topic 810, we will consolidate the financial results of Station Holdco into our financial statements. The ownership interests of the other members of Station Holdco will be accounted for as a non-controlling interest in our financial statements after this Offering. Immediately following this Offering, the non-controlling interest will represent % of the outstanding LLC Units.

The balance of the non-controlling interest as of September 30, 2015 on a pro forma basis is as follows:


Station Holdco equity held by the non-controlling interest holders prior to the Offering and Reorganization Transactions	$	(	)
less:
Book value of LLC Units acquired in the reorganization transaction	$	(	)
Proceeds used to acquire LLC Units	$	(	)
Adjustment to additional paid in capital	$	(	)

3. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments

The Unaudited Pro Forma Condensed Combined Statements of Operations reflect the effect of the following pro forma adjustments:

(a): In connection with the repayment of indebtedness outstanding under the Fertitta Entertainment credit facility and the incurrence of additional debt to pay a portion of the

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

3. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments (Continued)

purchase price for the Fertitta Entertainment Acquisition, the following pro forma adjustments were recorded to interest expense, net.

	Year Ended December 31, 2014	Nine Months Ended September 30, 2015

Elimination of historical interest expense related to the Fertitta Entertainment credit agreement.	$	$
Addition of interest expense associated with borrowings under Station LLC credit facilities.

	$	$

Reflects the addition of $ and $ of interest expense with respect to indebtedness incurred under Station LLC credit facilities for the year ended December 31, 2014 and the nine months ended September 30, 2015, respectively.

(b): In connection with the Offering and Reorganization Transactions, the following pro forma adjustments were recorded to selling, general and administrative expense for the nine months ended September 30, 2015.


Grant of stock options to employees in connection with our new Station Casinos Corp. 2015 Equity Incentive Plan in connection with this Offering		$
Adjustment for offering expenses of $ that were expensed for the nine months ended September 30, 2015

		$

No offering expenses were incurred for the year ended December 31, 2014. A pro forma adjustment of $ was recorded for the grant of stock options to employees in connection with our new Station Casinos Corp. 2015 Equity Incentive Plan in connection with this Offering to selling, general and administrative expense for the year ended December 31, 2014.

In connection with the Offering, restricted shares of Class A Common Stock will be issued to certain employees or former employees in substitution of profit units held by those individuals in Station Holdco. The fair value of the replacement awards is equal to the fair value of the awards cancelled and no incremental stock-based compensation adjustment was recorded in the unaudited pro forma condensed combined statement of operations.

(c): Following the Offering and Reorganization Transactions, we will be subject to U.S. federal income taxes, in addition to state and local taxes, with respect to our allocable share of any net taxable income of Station Holdco, which will result in higher income taxes. As a result, the pro forma statement of operations reflects an adjustment to our provision for corporate income taxes to reflect an effective rate of %, which includes provision for U.S. federal income taxes and assumes the highest statutory rates apportioned to each state and local jurisdiction.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

3. Unaudited Pro Forma Condensed Combined Statement of Operations Adjustments (Continued)

The provision for income taxes from operations differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate to income before provision for income taxes as follows:


Federal statutory rate				%
State and local rate				%
Rate benefit from flow-through entity				%
Effective tax rate				%

Tax rules generally require that pre-transaction built-in-gains are allocated back to the historical LLC members. Accordingly, our effective tax rate includes a rate benefit attributable to the fact that, after this transaction, approximately % of Station Corp.'s earnings will not be subject to corporate level taxes as the applicable income tax expense will be incurred by, and be the obligation of, the members of Station Holdco holding the non-controlling interests. Thus the pro forma effective tax rate on the portion of income attributable to Station Corp. is expected to be %.

(d): After the Offering and Reorganization Transactions, as described in "The Reorganization of Our Corporate Structure," Station Corp. will become the sole managing member of Station Holdco and will initially have a minority economic interest in Station Holdco but will have 100% of the voting power and control the management of Station Holdco. Immediately following the Offering, the non-controlling interest, representing the ownership interests of the other members of Station Holdco, will be %. Net income attributable to the non-controlling interest represents % of income before provision for income taxes.
(e): Basic and diluted pro forma income per share does not consider Class B Common Stock as these shares do not participate in earnings of Station Corp. As a result, the shares of Class B Common Stock are not considered participating securities and are not included in the weighted average shares outstanding for purposes of computing pro forma net income per share. Diluted pro forma income per share is calculated using the treasury stock method with respect to restricted stock and stock options, and the if-converted method for the exchange of LLC Units and Class B Common Stock for an equal number of Class A Common Stock.

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SELECTED HISTORICAL COMBINED FINANCIAL AND OTHER DATA

The selected historical financial data presented have been derived from Station Holdco and its predecessor entities' combined financial statements which, except for periods ended on or before December 31, 2011, are contained elsewhere in this prospectus.

You should read the financial information presented below in conjunction with Station Holdco's combined financial statements and accompanying notes included elsewhere in this prospectus, as well as "The Reorganization of Our Corporate Structure," "Use of Proceeds," "Capitalization" and "Management's Discussion and Analysis of Financial Condition and Results of Operation," included elsewhere in this prospectus. The information presented below reflects financial data for:

•: Station Holdco for the nine months ended September 30, 2015 and 2014 and the years ended December 31, 2014, 2013 and 2012, and for the period from June 17, 2011 through December 31, 2011;
•: STN Predecessor for the period from January 1, 2011 through June 16, 2011, and for the year ended December 31, 2010; and
•: Green Valley Ranch Gaming, LLC (the "GVR Predecessor," and collectively with the STN Predecessor, the "Predecessors") for the period from January 1, 2011 through June 16, 2011, and for the year ended December 31, 2010.

As a result of our adoption of fresh-start reporting on June 17, 2011, the selected combined financial data for periods ended on or after December 31, 2011 is not comparable in many respects with the historical consolidated financial data of the Predecessors.

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	Successor																		Predecessors

	Station Holdco																		STN Predecessor.			Green Valley Ranch Gaming, LLC			STN Predecessor			Green Valley Ranch Gaming, LLC
	Historical
	Nine Months Ended September 30,															Period From June 17, 2011 Through December 31, 2011
							Year Ended December 31,
							Year Ended December 31,												Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	2015			2014			2014			2013			2012(h)						Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	(unaudited)
	(dollars in thousands)																		(dollars in thousands)
Statement of Operations Data:
Operating revenues:
Casino	$	683,598		$	662,392		$	897,361		$	882,241		$	885,629		$	452,951		$	339,703		$	59,100		$	699,401		$	120,580
Food and beverage		187,565			177,357			239,212			235,722			237,770			119,735			85,436			19,484			163,215			39,517
Room		92,311			84,479			112,664			105,630			106,348			54,924			36,326			9,753			73,454			19,492
Other		52,925			53,434			70,522			67,431			69,704			39,658			28,072			4,205			59,086			8,006
Management fees		63,703			51,506			68,782			59,758			30,793			13,482			10,765			—			22,394			—

Gross revenues		1,080,102			1,029,168			1,388,541			1,350,782			1,330,244			680,750			500,302			92,542			1,017,550			187,595
Promotional allowances		(75,918	)		(71,288	)		(96,925	)		(94,645	)		(100,023	)		(51,351	)		(35,605	)		(8,490	)		(72,595	)		(17,823	)

Net revenues		1,004,184			957,880			1,291,616			1,256,137			1,230,221			629,399			464,697			84,052			944,955			169,772

Operating costs and expenses:
Casino		257,269			253,127			341,490			339,651			355,199			178,266			136,037			23,574			289,168			52,410
Food and beverage		121,197			117,126			157,191			161,790			161,167			88,979			60,717			12,407			107,311			23,903
Room		34,762			34,010			45,479			43,062			43,106			22,403			15,537			3,064			32,321			6,686
Other		19,537			22,161			28,979			26,580			26,987			16,896			10,822			2,125			19,979			3,649
Selling, general and administrative		253,941			240,968			320,120			327,820			308,158			154,643			110,300			18,207			219,479			38,734
Corporate		—			—			—			—			—			—			15,818			—			34,899			—
Preopening		1,121			286			640			222			311			718			1,752			—			16,272			—
Depreciation and amortization		103,896			95,600			127,961			128,958			129,267			67,023			61,162			9,512			153,316			21,613
Management fee expense		—			—			—			—			15,581			21,819			—			3,112			—			6,014
Asset impairment(a)		2,101			11,739			11,739			1,183			10,066			2,100			—			—			262,020			—
Write-downs and other charges, net(b)		7,446			20,592			20,956			11,895			9,958			4,041			3,953			104			19,245			9,209

		801,270			795,609			1,054,555			1,041,161			1,059,800			556,888			416,098			72,105			1,154,010			162,218

Operating income		202,914			162,271			237,061			214,976			170,421			72,511			48,599			11,947			(209,055	)		7,554
Earnings (losses) from joint ventures(c)		1,070			754			924			1,603			1,773			(1,533	)		(945	)		—			(248,495	)		—
Gain on dissolution of joint venture(c)		—			—			—			—			—			—			250			—			124,193			—

Operating income and earnings (losses) from joint ventures		203,984			163,025			237,985			216,579			172,194			70,978			47,904			11,947			(333,357	)		7,554
Other (expense) income:
Interest expense, net		(109,030	)		(114,631	)		(151,702	)		(165,220	)		(189,781	)		(92,299	)		(43,294	)		(20,582	)		(104,582	)		(48,644	)
Loss on extinguishment of debt(d)		(90	)		(4,132	)		(4,132	)		(147,131	)		(51,796	)		1,183			—			—			—			—
Gain on Native American development(e)		—			49,074			49,074			16,974			102,816			—			—			—			—			—
Interest and other expense from joint ventures		—			—			—			—			—			—			(15,452	)		—			(66,709	)		—
Change in fair value of derivative instruments		(4	)		(2	)		(90	)		(291	)		(921	)		—			397			—			(42	)		(50,550	)

		(109,124	)		(69,691	)		(106,850	)		(295,668	)		(139,682	)		(91,116	)		(58,349	)		(20,582	)		(171,333	)		(99,194	)

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	Successor																		Predecessors

	Station Holdco																		STN Predecessor.			Green Valley Ranch Gaming, LLC			STN Predecessor			Green Valley Ranch Gaming, LLC
	Historical
	Nine Months Ended September 30,															Period From June 17, 2011 Through December 31, 2011
							Year Ended December 31,
							Year Ended December 31,												Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	2015			2014			2014			2013			2012(h)						Period From January 1, 2011 Through June 16, 2011						Year Ended December 31, 2010
	(unaudited)
	(dollars in thousands)																		(dollars in thousands)
Net income (loss) from continuing operations		94,860			93,334			131,135			(79,089	)		32,512			(20,138	)		(10,445	)		(8,635	)		(504,690	)		(91,640	)
Discontinued operations(f)		(171	)		(42,312	)		(42,548	)		(24,976	)		(13,003	)		—			—			—			—			—
Reorganization items, net(g)		—			—			—			—			—			—			3,259,995			634,999			(82,748	)		—

Income (loss) before income taxes		94,689			51,022			88,587			(104,065	)		19,509			(20,138	)		3,249,550			626,364			(587,438	)		(91,640	)
Income tax benefit		—			—			—			—			—			—			107,924			—			21,996			—

Net income (loss)		94,689			51,022			88,587			(104,065	)		19,509			(20,138	)		3,357,474			626,364			(565,442	)		(91,640	)
Less: net income (loss) attributable to noncontrolling interests		5,730			(11,921	)		(11,955	)		(9,067	)		(1,606	)		4,955			24,321			—			(1,673	)		—

Net income (loss) attributable to Station Holdco or Station LLC members; Station Casinos, Inc. stockholders; Green Valley Ranch Gaming, LLC members, as applicable	$	88,959		$	62,943		$	100,542		$	(94,998	)	$	21,115		$	(25,093	)	$	3,333,153		$	626,364		$	(563,769	)	$	(91,640	)



Balance Sheet Data:
Cash and cash equivalents, excluding restricted cash	$	102,648					$	122,579		$	133,598		$	129,006		$	95,821								$	165,357		$	40,603
Total assets		2,952,819						2,995,959			3,098,498			3,118,136			3,178,349									3,954,143			485,620
Total debt		2,201,129						2,167,499			2,220,798			2,094,223			2,195,227									5,921,755			766,742
Total equity		547,200						644,117			692,821			838,941			842,476									(2,886,248	)		(419,300	)

(a): During the nine months ended September 30, 2015 and years ended December 31, 2014, 2013, 2012, 2011 and 2010 we recorded approximately $2.1 million, $11.7 million, $1.2 million, $10.1 million, $2.1 million and $262.0 million, respectively, in non-cash asset impairment charges to write down certain long-lived assets to their estimated fair values. Included in these amounts are goodwill impairment charges of $1.2 million and $60.4 million for the years ended December 31, 2013 and 2010, respectively.
(b): Write-downs and other charges, net primarily represent losses on asset disposals, severance expense and non-routine transactions.
(c): During the year ended December 31, 2010, STN recognized a loss of $234.5 million as a result of recording its 50% share of asset impairment losses of a 50% owned joint venture. In addition, a joint venture was dissolved and STN recognized a $124.2 million gain on dissolution as a result of writing off the deficit carrying amount of the investment.
(d): During the year ended December 31, 2014, we recognized a $4.1 million loss on extinguishment of debt, primarily related to Station LLC's March 2014 repricing of its term loan facility. During the year ended December 31, 2013, we recognized a $147.1 million loss on extinguishment of debt, primarily related to the refinancing of $2.1 billion of our then outstanding debt. During the year ended December 31, 2012, we recognized a $51.8 million loss on extinguishment of debt related to the refinancing of approximately $517 million of our then outstanding debt, mainly the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. See Note 11 to the Annual Combined Financial Statements included elsewhere in this prospectus for additional information.
(e): For the years ended December 31, 2014, 2013 and 2012, we recorded gains of $49.1 million, $17.0 million and $102.8 million, respectively, pursuant to repayments on our advances for Graton Resort. The gains were a result of the adjustment of the carrying amount of the project to fair value upon adoption of fresh-start reporting in June 2011, which resulted in the carrying amount of the advances being less than the amount due from the Graton Tribe.
(f): Discontinued operations represents the results of Fertitta Interactive, which ceased operations in the fourth quarter of 2014. See Note 3 to the Annual Combined Financial Statements included elsewhere in this prospectus for additional information.
(g): For the period from January 1, 2011 through June 16, 2011, our Predecessors recognized net gains of approximately $3.9 billion as a direct result of the Chapter 11 bankruptcy cases.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the discussion and analysis in this section in conjunction with "Presentation of Financial Information," "Unaudited Pro Forma Condensed Combined Financial Information," "Selected Historical Combined Financial and Other Data" and the combined financial statements and accompanying notes included elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that are subject to numerous risks and other uncertainties, including, but not limited to, those described in the "Risk Factors" section of this prospectus. Our actual results may differ materially from those anticipated in the forward-looking statements. See "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements."

Overview

We are a gaming, development and management company established in 1976 that develops and operates casino entertainment properties. We currently own and operate nine major gaming and entertainment facilities and ten smaller casinos (three of which are 50% owned) in the Las Vegas regional market. In addition, we manage Graton Resort & Casino ("Graton Resort") in Sonoma County, California, which opened on November 5, 2013, and Gun Lake Casino ("Gun Lake") in Allegan County, Michigan, which opened in February 2011.

Our operating results are greatly dependent on the level of casino revenue generated at our properties. A substantial portion of our operating income is generated from our gaming operations, primarily from slot play, which represents approximately 80% to 85% of our casino revenue. We use our non-gaming offerings, such as restaurants, hotels and other entertainment amenities, to attract customer traffic to our casino properties. The majority of our revenue is cash-based and as a result, fluctuations in our revenues have a direct impact on our cash flows from operations. Because our business is capital intensive, we rely heavily on the ability of our properties to generate operating cash flow to repay debt financing and fund capital expenditures.

A significant portion of our business is dependent upon customers who live and/or work in the Las Vegas metropolitan area. Although Las Vegas experienced high levels of unemployment and foreclosures during the economic downturn from 2008 to 2011, the local economy has begun to recover and recent trends indicate the recovery is ongoing. In 2014, Las Vegas experienced population growth of 1.9% and was among the national leaders in employment growth at 4.0%. Home values in Las Vegas also appreciated 18.7% in 2014 and businesses and consumers in Las Vegas continue to increase their spending as evidenced by 26 consecutive months of year-over-year increases in taxable retail sales from July 2013 to August 2015.

Notwithstanding recent improvements in employment, home prices and taxable sales, the Las Vegas economy has not fully recovered from the impacts of the economic downturn; however, we believe the recent stabilization of the Las Vegas economy, positive trends in many of the key economic indicators and future projects and infrastructure investments provide a foundation for future growth in our business. Although we experienced improved operating results in 2014 and the first three quarters of 2015 due, in part, to more favorable local economic conditions and reduced gasoline prices, we cannot be sure if, or how long, these favorable market conditions will persist or that they will continue to positively impact our results of operations.

Our Key Performance Indicators

We use certain key indicators to measure the performance of our gaming operations.

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Gaming revenue measures:

•: Slot handle, which means the dollar amount wagered in slot machines, and table game drop, which means the total amount of cash and net markers issued that are deposited in table games drop boxes. Slot handle and table game drop are measures of volume.
•: Win represents the amount of wagers retained by us and recorded as casino revenue.
•: Hold represents win as a percentage of slot handle or table games drop.

As our customers are primarily Las Vegas residents, our hold percentages are generally consistent from period to period. Fluctuations in our casino revenue are primarily due to the volume and spending levels of customers at our properties.

Food and beverage revenue measures:

•: Average guest check, which means the average amount spent per customer visit and is a measure of volume and product offerings.
•: Number of guests served is an indicator of volume.

Room revenue measures:

•: Occupancy is calculated by dividing total occupied rooms, including complimentary rooms, by total rooms available.
•: Average daily rate ("ADR") is calculated by dividing total room revenue, which includes the retail value of complimentary rooms, by total rooms occupied, including complimentary rooms.
•: Revenue per available room is calculated by dividing total room revenue by total rooms available.

Effects of the Reorganization of Our Corporate Structure

Station Corp. was formed for the purpose of this Offering and has engaged to date only in activities in contemplation of this Offering. Station Corp. will be a holding company whose sole asset will be its direct and indirect interest in Station Holdco. For more information regarding our reorganization and holding company structure, see "The Reorganization of Our Corporate Structure." Upon completion of this Offering, all of our business will be conducted through Station Holdco and its subsidiaries, and the financial results of Station Holdco and its consolidated subsidiaries will be included in the consolidated financial statements of Station Corp.

Prior to the Offering and Reorganization Transactions, Station Holdco was not subject to any entity-level federal income taxation. As a result, the members of Station Holdco paid taxes with respect to their allocable shares of its net taxable income. Following the Offering and Reorganization Transactions, all of the earnings of Station Corp. will be subject to federal income taxation.

We expect that future exchanges of LLC Units, as well as the initial purchase with the net proceeds of this Offering of LLC Units from certain of our existing owners, will result in increases in the tax basis in our share of the tangible and intangible assets of Station LLC that otherwise would not have been available. These increases in tax basis may reduce the amount of tax that Station Corp. would otherwise be required to pay in the future. The tax receivable agreement will require us to pay 85% of the amount of benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment by us, a change in control or a material breach by us of our obligations under the tax receivable agreement, as discussed above) to the existing holders of LLC Units (and their permitted transferees). Furthermore, payments under the tax receivable agreement will give rise to additional tax

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benefits and therefore additional payments under the tax receivable agreement itself. See "Certain Relationships and Related Party Transactions—Tax Receivable Agreement."

Presentation

Our combined financial statements include the financial statements of Station Holdco, Station Voteco, Station LLC and its consolidated subsidiaries, and Fertitta Entertainment and its consolidated subsidiaries. Because these entities are under the common control of brothers Frank J. Fertitta III and Lorenzo J. Fertitta, our combined financial statements include the historical accounts of Fertitta Entertainment for all periods subsequent to April 30, 2012, the date common control commenced.

Additional information about our results of operations is included herein and in the notes to our audited combined financial statements for the three years ended December 31, 2014 (the "Annual Combined Financial Statements") and our condensed combined financial statements for the nine months ended September 30, 2015 and 2014 (the "Interim Combined Financial Statements") and the notes thereto included elsewhere in this prospectus.

Results of Operations for the Nine Months Ended September 30, 2015 and 2014

The following table presents information about our results of continuing operations (dollars in thousands):

	Nine Months Ended September 30,

	Nine Months Ended September 30,						Percent change
	2015			2014			Percent change
Net revenues	$	1,004,184		$	957,880			4.8	%
Operating income		202,914			162,271			25.0	%
Casino revenues		683,598			662,392			3.2	%
Casino expenses		257,269			253,127			1.6	%
Margin		62.4	%		61.8	%
Food and beverage revenues		187,565			177,357			5.8	%
Food and beverage expenses		121,197			117,126			3.5	%
Margin		35.4	%		34.0	%
Room revenues		92,311			84,479			9.3	%
Room expenses		34,762			34,010			2.2	%
Margin		62.3	%		59.7	%
Other revenues		52,925			53,434			(1.0	)%
Other expenses		19,537			22,161			(11.8	)%
Management fee revenue		63,703			51,506			23.7	%
Selling, general and administrative expenses		253,941			240,968			5.4	%
Percent of net revenues		25.3	%		25.2	%
Depreciation and amortization		103,896			95,600			8.7	%
Asset impairment		2,101			11,739			n/m
Write-downs and other charges, net		7,446			20,592			n/m
Interest expense, net		109,030			114,631			(4.9	)%
Loss on extinguishment of debt		90			4,132			n/m
Gain on Native American development		—			49,074			n/m

n/m = Not meaningful

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Net Revenues. Net revenues for the nine months ended September 30, 2015 increased by 4.8% as compared to the prior year period, reflecting increases in casino, food and beverage, room and management fee revenue, partially offset by a decrease in other revenues, all of which are discussed below. We believe the increase in net revenues is primarily due to the ongoing economic recovery described above, as well as our strategic marketing activities.

Operating Income. Operating income increased by 25.0% to $202.9 million for the nine months ended September 30, 2015 as compared to $162.3 million for the nine months ended September 30, 2014. Components of operating income for the nine month comparative periods are discussed below.

Casino. Casino revenues for the nine months ended September 30, 2015 increased by $21.2 million or 3.2% as compared to the prior year period, primarily due to higher slot and table games revenue, partially offset by lower race and sports revenue. The increase in slot revenue was primarily attributable to a 2.7% increase in slot handle, while the increase in table games revenue was attributable to a 5.9% increase in drop and a 0.75 percentage point improvement in hold percentage. The decrease in race and sports revenue was primarily due to a 1.1 percentage point decrease in hold percentage. For the nine months ended September 30, 2015, casino expenses increased by $4.1 million or 1.6% as compared to the prior year period, commensurate with the increase in revenues.

Food and Beverage. For the nine months ended September 30, 2015, food and beverage revenue increased by 5.8% as compared to the prior year period due to increased volume at our restaurants, including the impact of several new restaurants, as well as higher catering revenue from convention and meeting business. For the nine months ended September 30, 2015, the number of restaurant guests served increased by 2.7% as compared to the prior year period, and the average guest check increased slightly. Food and beverage expenses increased by 3.5% for the nine months ended September 30, 2015 as compared to the prior year period, mainly due to the increased volume at our restaurants.

Room. For the nine months ended September 30, 2015, room revenues increased by 9.3% due to a 6.8% improvement in ADR and a 320 basis point increase in occupancy as compared to the prior year period. We believe the improvement in our hotel results is due to our ongoing focus on yield management. Room expenses increased by 2.2% for the nine months ended September 30, 2015 as compared to the prior year period, primarily due to higher payroll and related costs resulting from the higher occupancy rate. The following table presents key information about our hotel operations:

	Nine Months Ended September 30,

	2015			2014
Occupancy		94.1	%		90.9	%
Average daily rate	$	79.17		$	74.13
Revenue per available room	$	74.47		$	67.35

Other. Other revenues primarily represent revenues from tenant leases, retail outlets, bowling, spas and entertainment. Other revenues decreased by $0.5 million, or 1.0%, for the nine months ended September 30, 2015 as compared to the prior year period. Other expenses decreased by $2.6 million, or 11.8%, for the nine months ended September 30, 2015 as compared to the prior year period. The decrease in other revenues and other expenses was mainly due to lower fuel prices at our Wild Wild West truck plaza.

Management Fee Revenue. Management fee revenue, which is based on the operating results of our managed properties, primarily represents fees earned from our management agreements with Graton Resort and Gun Lake. For the nine months ended September 30, 2015, management fee revenue increased to $63.7 million, or 23.7%, as compared to $51.5 million for the prior year period, due to improved results from both Graton Resort and Gun Lake. This improvement resulted from

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increased casino revenues due to higher slot handle, as well as lower interest cost as a result of a debt refinancing at Graton Resort. Management fee revenue also includes reimbursable costs, which represent amounts received or due pursuant to our management agreements with Native American tribes for the reimbursement of expenses, primarily payroll costs, that we incur on their behalf. For the nine months ended September 30, 2015, reimbursable revenues decreased to $5.3 million as compared to $5.6 million for the prior year period.

Selling, General and Administrative ("SG&A"). SG&A expenses for the nine months ended September 30, 2015 increased to $253.9 million, or 5.4%, as compared to $241.0 million for the prior year period, mainly due to higher compensation expense, as well as a $2.5 million donation to the University of Nevada, Las Vegas ("UNLV") to contribute to the construction of a building for the hotel college.

Depreciation and Amortization. For the nine months ended September 30, 2015, depreciation and amortization expense increased to $103.9 million as compared to $95.6 million for the prior year period, primarily due to accelerated depreciation during the current year period related to remodeling projects.

Asset Impairment. Asset impairment for the nine months ended September 30, 2015, primarily represents the write-down of the carrying amount of a parcel of land held for sale to its estimated fair value less cost to sell. Asset impairment for the nine months ended September 30, 2014 represented the write-down of 101 acres of land held for development in Reno, Nevada to its estimated fair value less cost to sell. In September 2014, we entered into an agreement to sell the land, and the sale was completed in the fourth quarter of 2014.

Write-downs and Other Charges, net. Write-downs and other charges, net includes losses on asset disposals, severance expense and non-routine transactions. For the nine months ended September 30, 2015, write-downs and other charges, net, totaled $7.4 million. Included in this amount was a $6.4 million gain on the sale of land held for development, primarily land in northern California, offset by losses on disposal of property and equipment and the write-off of certain joint venture investments and canceled debt offering costs, as well as $4.4 million of transaction-related expenses for the anticipated initial public offering and the Fertitta Entertainment purchase. For the nine months ended September 30, 2014, write-downs and other charges, net, totaled $20.6 million and included charges related to the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as several restaurant remodeling projects.

Interest Expense, net. Interest expense, net for the nine months ended September 30, 2015 decreased to $109.0 million, or 4.9%, as compared to $114.6 million for the prior year period. The decrease in interest expense, net for the nine months ended September 30, 2015 as compared to the prior year period was primarily due to principal reductions on Station LLC's $1.6 billion term loan and the impact of the March 2014 repricing of the term loan, which resulted in an interest rate reduction of 75 basis points on that portion of our debt. In addition, interest expense, net includes the impact of interest rate swaps that are designated in cash flow hedging relationships, which effectively converted $1.0 billion of our variable-rate debt to a fixed rate. In July 2015, one of the interest rate swaps matured and certain deferred losses that were being reclassified from accumulated other comprehensive loss into interest expense became fully amortized. As a result, interest expense on interest rate swaps decreased to $7.2 million for the nine months ended September 30, 2015 as compared to $9.7 million for the prior year period.

Loss on Extinguishment of Debt. In March 2014, we recognized a loss on extinguishment of debt of $4.1 million related to the repricing of Station LLC's term loan, primarily representing third-party fees and costs.

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Gain on Native American Development. During the second quarter of 2014, we recognized a gain on Native American development of $49.1 million as a result of receiving payment in full of the outstanding advances due from the Federated Indians of Graton Rancheria in connection with the development of Graton Resort.

Discontinued Operations. Discontinued operations represents the operating results of Fertitta Interactive, which ceased operations in November 2014. The net loss from discontinued operations for the nine months ended September 30, 2015 was $171,000 as compared to $42.3 million for the prior year period. See Note 2—Fertitta Interactive, in the Interim Combined Financial Statements included elsewhere in this prospectus for additional information.

Net Income (Loss) Attributable to Noncontrolling Interests. Net income (loss) attributable to noncontrolling interests represents the portion of net income (loss) of MPM and Fertitta Interactive that is not attributable to the Company. The change in net income (loss) attributable to noncontrolling interests for the nine months ended September 30, 2015 as compared to the prior year period was primarily due to the discontinuation of operations of Fertitta Interactive.

Results of Operations for the Years Ended December 31, 2014, 2013 and 2012

The following tables present information about our results of continuing operations (dollars in thousands):

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

	Year Ended December 31,

	Year Ended December 31,						Percent change
	2014			2013			Percent change
Net revenues	$	1,291,616		$	1,256,137			2.8	%
Operating income		237,061			214,976			10.3	%
Casino revenues		897,361			882,241			1.7	%
Casino expenses		341,490			339,651			0.5	%
Margin		61.9	%		61.5	%
Food and beverage revenues		239,212			235,722			1.5	%
Food and beverage expenses		157,191			161,790			(2.8	)%
Margin		34.3	%		31.4	%
Room revenues		112,664			105,630			6.7	%
Room expenses		45,479			43,062			5.6	%
Margin		59.6	%		59.2	%
Other revenues		70,522			67,431			4.6	%
Other expenses		28,979			26,580			9.0	%
Management fee revenue		68,782			59,758			15.1	%
Selling, general and administrative expenses		320,120			327,820			(2.3	)%
Percent of net revenues		24.8	%		26.1	%
Depreciation and amortization		127,961			128,958			(0.8	)%
Asset impairment		11,739			1,183			n/m
Write-downs and other charges, net		20,956			11,895			76.2	%
Interest expense, net		151,702			165,220			(8.2	)%
Loss on extinguishment of debt		4,132			147,131			n/m
Gain on Native American development		49,074			16,974			n/m

n/m = not meaningful

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

	Year Ended December 31,

	Year Ended December 31,						Percent change
	2013			2012			Percent change
Net revenues	$	1,256,137		$	1,230,221			2.1	%
Operating income		214,976			170,421			26.1	%
Casino revenues		882,241			885,629			(0.4	)%
Casino expenses		339,651			355,199			(4.4	)%
Margin		61.5	%		59.9	%
Food and beverage revenues		235,722			237,770			(0.9	)%
Food and beverage expenses		161,790			161,167			0.4	%
Margin		31.4	%		32.2	%
Room revenues		105,630			106,348			(0.7	)%
Room expenses		43,062			43,106			(0.1	)%
Margin		59.2	%		59.5	%
Other revenues		67,431			69,704			(3.3	)%
Other expenses		26,580			26,987			(1.5	)%
Management fee revenue		59,758			30,793			94.1	%
Selling, general and administrative expenses		327,820			308,158			6.4	%
Percent of net revenues		26.1	%		25.0	%
Depreciation and amortization		128,958			129,267			(0.2	)%
Management fee expense		—			15,581			n/m
Asset impairment		1,183			10,066			n/m
Write-downs and other charges, net		11,895			9,958			19.5	%
Interest expense, net		165,220			189,781			(12.9	)%
Loss on extinguishment of debt		147,131			51,796			n/m
Gain on Native American development		16,974			102,816			n/m

n/m = not meaningful

Net Revenues. Net revenues for the year ended December 31, 2014 increased by 2.8% to $1.29 billion as compared to $1.26 billion for the year ended December 31, 2013. The increase in net revenues during 2014 was due to management fee revenue from Graton Resort, which opened in November 2013, as well as improvements in casino and room revenue.

Net revenues for the year ended December 31, 2013 increased by 2.1% as compared to net revenues of $1.23 billion for the year ended December 31, 2012. The increase in net revenues during 2013 was primarily a result of management fees from Graton Resort, including a development fee of $8.2 million, which offset declines in casino, food and beverage and room revenues. The components of net revenues are discussed below.

Operating Income. Operating income increased by 10.3% to $237.1 million for the year ended December 31, 2014 as compared to $215.0 million for the prior year due to management fee revenue from Graton Resort, as well as improvements in operating income from casino and rooms.

Operating income increased by 26.1% to $215.0 million for the year ended December 31, 2013 as compared to $170.4 million for the prior year, primarily due to improved operating results at our properties, as well as the impact of management fees from Graton Resort. The components of operating income are discussed below.

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Casino. Casino revenues increased by $15.2 million, or 1.7%, to $897.4 million for the year ended December 31, 2014 as compared to $882.2 million for the prior year due to increased slot revenues and sports win, which was primarily attributable to a slight increase in hold percentages. Casino expenses decreased slightly for the year ended December 31, 2014 as compared to the prior year due to our continued focus on operating efficiencies.

Casino revenues decreased slightly for the year ended December 31, 2013 as compared to the prior year. The decrease was primarily due to lower casino volume at our properties, which we believe was attributable to the general weakness of the economy. In addition, we believe the expiration of the federal payroll tax cut in January 2013 had likely negatively affected the discretionary spending of our patrons during 2013. Casino expenses decreased by 4.4% for the year ended December 31, 2013 compared to the prior year, primarily due to our ongoing cost savings efforts.

Food and Beverage. Food and beverage revenues for the year ended December 31, 2014 increased by 1.5% to $239.2 million as compared to $235.7 million for 2013. The improvement was primarily due to a $3.9 million increase in catering revenue, partially offset by the impact of the closure of several restaurants during the year for renovation. For the year ended December 31, 2014, the average guest check increased by 2.5% as compared to the prior year, and the number of restaurant guests served decreased by 1.8% due to the restaurant closures. Food and beverage expense for the year ended December 31, 2014 decreased as compared to the prior year, mainly due to lower payroll and related costs as a result of the restaurant closures.

Food and beverage revenues for the year ended December 31, 2013 decreased by 0.9% to $235.7 million as compared to $237.8 million for the prior year. Beverage revenue decreased by 10.1% during the year ended December 31, 2013 as compared to 2012, which was partially offset by a 3.7% increase in food revenue. For the year ended December 31, 2013, the average guest check and the number of restaurant guests served increased slightly as compared to 2012. The decrease in beverage revenue for the year ended December 31, 2013 was primarily due to closure of several bars and lounges for conversion or remodeling, as well as a reduction in entertainment offerings, such as outdoor concerts. Food and beverage expense for the year ended December 31, 2013 increased slightly as compared to 2012.

Room. The following table shows key information about our hotel operations:

	Year Ended December 31,

	2014			2013			2012
Occupancy		90.6	%		88.9	%		87.3	%
Average daily rate	$	74.53		$	70.63		$	71.92
Revenue per available room	$	67.49		$	62.79		$	62.77

Room revenues for the year ended December 31, 2014 increased by 6.7% as compared to the prior year due to a 170 basis point improvement in the occupancy rate and a 5.5% improvement in ADR. Room expenses for the year ended December 31, 2014 increased by 5.6% as compared to the prior year, mainly due to higher payroll and related costs associated with the increased occupancy. We believe the improvement in our hotel results for the year ended December 31, 2014 as compared to the prior year was due to our focus on yield management.

Room revenues for the year ended December 31, 2013 decreased slightly as compared to 2012 due to a slight decrease in ADR, partially offset by a 160 basis point improvement in the occupancy rate. Room expenses for the year ended December 31, 2013 remained flat as compared to 2012.

Other. Other revenues primarily include revenues from entertainment, gift shops, bowling, leased outlets and spas. Other revenues for the year ended December 31, 2014 increased by 4.6% to $70.5 million as compared to $67.4 million for the prior year, primarily due to increased revenue from

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our retail shops. Other expenses for the year ended December 31, 2014 increased by 9.0% to $29.0 million as compared to the prior year, largely due to the increased sales at our retail shops. Other revenues for the year ended December 31, 2013 decreased by 3.3% as compared to the prior year, primarily due to a reduction in our entertainment offerings. Other expenses for the year ended December 31, 2013 decreased slightly as compared to the prior year.

Management Fee Revenue. Management fee revenue is based on the operating results of our managed properties, and primarily represents fees earned from our management agreements with Graton Resort, which opened in November 2013, and Gun Lake. For the year ended December 31, 2014, management fee revenue increased to $68.8 million, or 15.1%, as compared to $59.8 million for the prior year primarily due to a full year of management fees from Graton Resort in 2014, compared to two months in the prior year. Under our management agreement with the Graton Tribe, we receive a management fee of 24% of Graton Resort's net income (as defined in the management agreement) through November 2017 and 27% of Graton Resort's net income for the period from December 2017 through November 2020.

Management fee revenue also includes reimbursable costs, which represent amounts received or due pursuant to our management agreements with Native American tribes for the reimbursement of expenses, primarily payroll costs, that we incur on their behalf. We recognize reimbursable cost revenues on a gross basis, with an offsetting amount charged to operating expenses. Management fee revenue for the year ended December 31, 2014 included $7.5 million of reimbursable costs, primarily related to our management agreement with the Graton Tribe, as compared to $12.6 million for the prior year. Reimbursable costs for Graton Resort were higher for the year ended December 31, 2013 due to costs incurred in preparation for its opening. Excluding reimbursable costs, management fee revenue increased by $14.1 million or 29.9% for the year ended December 31, 2014 as compared to 2013.

Management fee revenue for the year ended December 31, 2013 increased by 94.1% as compared to 2012. The increase was primarily due to the opening of Graton Resort, which contributed $14.7 million in management fees for 2013, including a one-time development fee of $8.2 million which we earned upon opening. In addition, we recognized reimbursable costs of $12.6 million for the year ended December 31, 2013, primarily from Graton Resort. Excluding reimbursable costs, management fee revenue increased by $16.3 million or 53.1% for the year ended December 31, 2013 as compared to 2012.

Selling, General and Administrative ("SG&A"). SG&A expenses decreased by 2.3% to $320.1 million for the year ended December 31, 2014 as compared to $327.8 million for the prior year, mainly due to a $5.1 million reduction in reimbursable expenses under our management agreements, partially offset by increases in various other SG&A expenses. Excluding reimbursable expenses, SG&A expenses for the year ended December 31, 2014 decreased less than 1.0% as compared to the prior year.

SG&A expenses increased by 6.4% to $327.8 million for the year ended December 31, 2013 as compared to $308.2 million for 2012. SG&A expenses for the year ended December 31, 2013 included $12.6 million in reimbursable expenses related to our Native American management agreements, primarily Graton Resort, as noted above. Excluding reimbursable expenses, SG&A expenses for the year ended December 31, 2013 increased by 2.3% as compared to 2012. SG&A expense for the year ended December 31, 2013 includes a full year of expense for Fertitta Entertainment, whereas in the prior year, Fertitta Entertainment is included only for the period April 30, 2012 through December 31, 2012 as a result of common control commencing on April 30, 2012.

Depreciation and Amortization. Depreciation and amortization expense for the year ended December 31, 2014 decreased slightly to $128.0 million as compared to $129.0 million for the prior

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year. Depreciation and amortization expense for the year ended December 31, 2013 decreased slightly to $129.0 million as compared to $129.3 million for 2012. The year over year decreases in depreciation and amortization were primarily due to shorter-lived assets becoming fully depreciated, partially offset by amortization of the Graton management contract intangible asset, which began in November 2013.

Management Fee Expense. Effective June 17, 2011, certain wholly-owned subsidiaries of Fertitta Entertainment entered into 25-year management agreements with Station LLC and certain of its subsidiaries. All of Station LLC's executive officers (other than Daniel J. Roy) and certain other key personnel are employed by Fertitta Entertainment and provide services to Station LLC pursuant to the management agreements. Upon consummation of the Fertitta Entertainment Acquisition, Station LLC expects to assume or enter into new employment agreements or other employment relationships with its executive officers and other individuals who were employed by Fertitta Entertainment and provided services to Station LLC through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition.

Management fee expense has been eliminated in combination for all periods subsequent to April 30, 2012, the date common control commenced. For the four months ended April 30, 2012, management fee expense under the agreements with Fertitta Entertainment totaled $15.6 million, which included a base management fee equal to 2% of gross revenues and an incentive management fee equal to 5% of positive EBITDA (as defined in the management agreements) for each of the managed properties.

Asset Impairment. During the year ended December 31, 2014 we sold approximately 101 acres of land held for development in Reno, Nevada for approximately $2.0 million and recognized an impairment loss of $11.7 million to write down the carrying amount of the land to its estimated fair value less cost to sell. During the year ended December 31, 2013, we recognized a goodwill impairment charge of $1.2 million related to two taverns. During the year ended December 31, 2012, we recorded impairment losses of $10.1 million to write down the carrying amounts of certain parcels of land to their estimated fair values.

Write-downs and Other Charges, net. Write-downs and other charges, net includes charges such as losses on asset disposals, severance expense and non-routine transactions. Write-downs and other charges, net, for the year ended December 31, 2014 totaled $21.0 million, primarily due to the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as several restaurant renovation projects. For the year ended December 31, 2013, write-downs and other charges, net totaled $11.9 million, primarily representing net losses on asset disposals. For the year ended December 31, 2012, write-downs and other charges, net totaled $10.0 million, which included a $5.0 million settlement paid in satisfaction of an option granted to a former owner of Green Valley Ranch to reacquire an ownership interest in the property as provided in a settlement agreement.

Interest Expense, net. The following table presents summarized information about our interest expense (in thousands):

	Year Ended December 31,

	2014		2013		2012
Interest cost, net of interest income	$	133,520	$	141,555	$	122,996
Amortization of debt discount and debt issuance costs		18,182		23,665		70,506
Less capitalized interest		—		—		(3,721	)

Interest expense, net	$	151,702	$	165,220	$	189,781

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Interest expense, net, for the year ended December 31, 2014 was $151.7 million as compared to $165.2 million for the prior year. In March 2014, we completed a repricing of our $1.625 billion term loan facility, which resulted in an interest rate reduction of 75 basis points. The term loan repricing reduced our cash interest expense by approximately $8.8 million for the year ended December 31, 2014.

Interest expense, net, for the year ended December 31, 2013 was $165.2 million as compared to $189.8 million for 2012. In March 2013, we refinanced approximately $2.1 billion of our outstanding long-term debt, which resulted in an increase in the contractual interest rates on the refinanced debt. The majority of the refinancing was accounted for as a debt extinguishment. As a result of the refinancing transaction, a significant portion of our debt discount was written off. The decrease in interest expense during 2013 as compared to 2012 was primarily due to lower debt discount amortization during the current year, partially offset by the impact of the higher interest rates on the refinanced debt.

Interest expense, net, includes the impact of our interest rate swaps that are designated in cash flow hedging relationships, which effectively converted $1.0 billion of our variable-rate debt to a fixed rate. For the years ended December 31, 2014, 2013 and 2012, interest rate swaps increased our interest expense by $12.9 million, $13.1 million and $12.4 million, respectively. These amounts include deferred losses on discontinued cash flow hedging relationships that are being reclassified from accumulated other comprehensive loss into interest expense as the previously hedged cash flows continue to occur. Approximately $8.4 million of deferred losses on discontinued cash flow hedging relationships is expected to be reclassified from accumulated other comprehensive loss into interest expense, net, during 2015.

Loss on Extinguishment of Debt. During the year ended December 31, 2014, we recognized a $4.1 million loss on extinguishment of debt, primarily related to the March 2014 repricing of our term loan facility. During the year ended December 31, 2013, we recognized a $147.1 million loss on extinguishment of debt, primarily related to the refinancing of approximately $2.1 billion of our then outstanding long-term debt. During the year ended December 31, 2012, we recognized a $51.8 million loss on extinguishment of debt, primarily related to the refinancing of approximately $517.0 million of our then outstanding long-term debt. These losses primarily resulted from the write-off of unamortized debt discounts and debt issuance costs related to previous credit facilities. See Note 11 — Long-term Debt, in the Annual Combined Financial Statements contained elsewhere in this prospectus for additional information about these transactions.

Gain on Native American Development. For the years ended December 31, 2014, 2013 and 2012, we recognized gains as a result of repayments on our advances to Graton Resort. The gains were due to the adjustment of the carrying amount of the project to fair value upon our adoption of fresh-start reporting in 2011, and our deferral of the return on the advances until the carrying amount had been recovered and the return was collected or realizable. In 2012, we received a payment of $194.2 million from the Graton Tribe as a partial repayment of development costs we had advanced. We recognized a gain of $102.8 million representing the difference between the carrying amount of the advances and the payment received. During December 2013, we recognized an additional gain of $17.0 million on the advances, and in 2014 we recognized a gain of $49.1 million when we received the final payment of the remaining amounts due from the Graton Tribe. We have no ongoing contractual obligation related to amounts collected from the Graton Tribe, and the amounts are nonrefundable.

Change in Fair Value of Derivative Instruments. Fluctuations in interest rates can cause the fair value of our interest rate swaps to change each reporting period. For interest rate swaps not designated as hedging instruments and the ineffective portion of designated interest rate swaps, changes in fair value are recognized as gains or losses in our Combined Statements of Operations. For the years ended December 31, 2014, 2013 and 2012, we recognized losses of $0.1 million, $0.3 million and $0.9 million,

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respectively, representing changes in the fair value of our interest rate swaps. See Note 12 — Derivative Instruments, in the Annual Combined Financial Statements for additional information.

Discontinued Operations. Discontinued operations represents the operating results of Fertitta Interactive, which ceased operating in November 2014. The net loss from discontinued operations for the years ended December 31, 2014, 2013 and 2012 was $42.5 million, $25.0 million and $13.0 million, respectively. See Note 3 — Fertitta Interactive, in the Annual Combined Financial Statements for additional information.

Financial Condition and Liquidity

As of September 30, 2015, our primary cash requirements following the consummation of this Offering for the remainder of 2015, including the impact of the Fertitta Entertainment Acquisition, are expected to include (i) approximately $460 million for the purchase price for the Fertitta Entertainment Acquisition, (ii) required principal and interest payments on our indebtedness, totaling approximately $51 million and $28 million, respectively, (iii) approximately $25 million to $30 million for capital expenditures, and (iv) distributions to our stockholders.

We expect to fund the purchase price for the Fertitta Entertainment Acquisition with a portion of the net proceeds from this Offering and the incurrence of additional debt, which may include borrowings under our $350 million revolving credit facility (the "Revolving Credit Facility"). We believe that cash flows from operations, available borrowings under our Revolving Credit Facility, other debt financings and existing cash balances will be adequate to satisfy our anticipated uses of capital for the next twelve months. We regularly assess our projected capital requirements for capital expenditures, repayment of debt obligations, and payment of other general corporate and operational needs. In the long term, we expect that we will fund our capital requirements with a combination of cash generated from operations, borrowings under our Revolving Credit Facility and the issuance of new debt or equity as market conditions may permit. However, our cash flow and ability to obtain debt or equity financing on terms that are satisfactory to us, or at all, may be affected by a variety of factors, many of which are outside of our control, including competition, general economic and business conditions and financial markets. As a result, we cannot provide any assurance that we will generate sufficient income and liquidity to meet all of our liquidity requirements or other obligations.

The indenture (the "Indenture") governing our 7.50% Senior Notes due 2021 (the "Notes") and the credit agreement (the "Credit Facility") governing our $1.625 billion term loan facility (the "Term Loan Facility") and Revolving Credit Facility each contain, and future debt financing arrangement may contain, covenants limiting the ability of Station LLC to make distributions and other payments to its members, including Station Holdco. Station Corp. will rely on distributions from Station Holdco to fund its capital requirements. In general, the Indenture governing the Notes and the Credit Facility limit distributions and other payments pursuant to a formula which permits distributions and payments to be made if they, together with any other "restricted payments," do not exceed 50% of cumulative net income since January 1, 2013 (less 100% of all losses during such period), plus certain other amounts, including proceeds from the issuance of equity securities or equity contributions. Based on such formula as of September 30, 2015 after giving effect to the Fertitta Entertainment Acquisition and the Offering and Reorganization Transactions, Station LLC would have had the ability to make up to approximately $ million of distributions to its members, and Station LLC would also have been able to make additional distributions or payments to its members in reliance on certain specified exceptions, including amounts equal to $ million and certain tax distributions. Any such distributions would be made by Station Holdco and would, in turn, be made by Station Holdco to its members on a pro-rata basis based on the percentage of their respective membership interests. The capital needs of Station Corp. are expected to be substantially limited to required tax payments, legal and accounting expenses incurred in connection with its reporting obligations as a public company, compensation paid to its directors, its obligations under the tax receivable agreement and payment of dividends to its

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stockholders to the extent that such dividends are declared by the board of directors of Station Corp. As a result, we expect that the restrictions on distributions contained in the Indenture governing our Notes and our Credit Facility will not adversely impact the liquidity of Station Corp. in the foreseeable future. However, there can be no assurance that such restrictions will not impact the liquidity of Station Corp. in future periods.

Dividend Policy

Station Casinos Corp. is a holding company and has no material assets other than its ownership of LLC Units in Station Holdco. We intend to cause Station Holdco to make distributions to us in an amount sufficient to cover cash dividends, if any, declared by us. If Station Holdco makes such distributions to us, the other holders of LLC Units will also be entitled to receive distributions pro rata in accordance with the percentages of their respective limited liability company interests.

The existing debt agreements of Station LLC, including those governing its credit facility and senior notes, contain restrictive covenants that limit its ability to make distributions. Because the only asset of Station Holdco is Station LLC, the limitations on such distributions will effectively limit the ability of Station Holdco to make distributions to Station Corp. In addition, any financing arrangements that we or any of our subsidiaries enter into in the future may contain similar restrictions. Furthermore, Station Holdco's ability to pay dividends may be limited by applicable provisions of Delaware law and subsidiaries of Station Holdco, including Station LLC and its subsidiaries, are generally subject to similar legal limitations on their ability to make distributions to their members or equityholders. See "Risk Factors—Risks Related to Ownership of our Class A Common Stock and This Offering—We may not have sufficient funds to pay dividends on our Class A Common Stock" and "Dividend Policy."

Capital Resources

Cash. At September 30, 2015, we had $102.6 million in cash and cash equivalents, which is primarily used for the day-to-day operations of our properties.

Revolving Credit Facility. At September 30, 2015, Station LLC's borrowing availability under its revolving credit facility was $271.8 million, subject to continued compliance with the terms of the Credit Facility, which is net of outstanding letters of credit and similar obligations totaling $33.2 million. Subject to obtaining additional commitments under the Credit Facility, Station LLC has the ability to increase its borrowing capacity thereunder in an aggregate principal amount not to exceed the greater of (a) $350 million and (b) an unlimited amount, if certain conditions are met and pro forma first lien leverage is less than or equal to 4.5x. Station LLC's ability to incur additional debt pursuant to such increased borrowing capacity is subject to compliance with the covenants in the Credit Facility and the indenture, including pro forma compliance with the financial covenants contained in the Credit Facility, and compliance with the covenants contained in the Credit Facility and the Indenture limiting the ability of Station LLC to incur additional indebtedness.

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Cash Flow

Following is a summary of our cash flow information (amounts in thousands):

	Nine Months Ended September 30,						Year Ended December 31,

	2015			2014			2014			2013			2012
Cash flows provided by (used in):
Operating activities	$	250,705		$	192,725		$	269,791		$	250,690		$	217,836
Investing activities		(81,566	)		(10,365	)		(42,887	)		(94,237	)		97,101
Financing activities		(189,611	)		(211,359	)		(241,668	)		(148,536	)		(279,970	)

Cash Flows from Operations

Our operating cash flows primarily consist of operating income generated by our properties (excluding depreciation and other non-cash charges), interest paid and changes in working capital accounts such as inventories, prepaid expenses, receivables and payables. The majority of our revenue is generated from our slot machine and table game play, which is conducted primarily on a cash basis. Our food and beverage, room and other revenues are also primarily cash-based. As a result, fluctuations in our revenues have a direct impact on our cash flow from operations.

Nine Months Ended September 30, 2015 and 2014

For the nine months ended September 30, 2015, cash provided by operating activities increased to $250.7 million as compared to $192.7 million for the prior year period, primarily due to the improved operating results at our properties. Cash paid for interest decreased to $101.7 million for the nine months ended September 30, 2015 as compared to $104.4 million for the prior year period, primarily as a result of the March 2014 repricing of Station LLC's term loan facility and a decrease in the principal amount outstanding on our debt. Cash flows from operating activities also reflect normal fluctuations in our working capital accounts. Operating cash flows for the nine months ended September 30, 2014 included $19.5 million of cash used for discontinued operations. For the nine months ended September 30, 2015, operating cash flows for discontinued operations were nominal.

Years Ended December 31, 2014, 2013 and 2012

For the year ended December 31, 2014, net cash provided by operating activities totaled $269.8 million, compared to $250.7 million for the prior year. The increase in net cash provided by operating activities for the year ended December 31, 2014 as compared to the prior year was due to a $12.6 million increase in management fees from Graton Resort, partially offset by an increase of $10.8 million in cash paid for interest on our debt, as well as normal fluctuations in our working capital accounts. For the year ended December 31, 2013, our net cash provided by operating activities increased by $32.9 million as compared to $217.8 million for the year ended December 31, 2012. The increase in net cash provided by operating activities during the year ended December 31, 2013 was primarily due to year over year improvement in our operating results, including an increase in management fees and an improvement in our casino operating margin. In addition, cash flows from operations increased as compared to 2012 due to normal changes in working capital accounts. Operating cash flows for the years ended December 31, 2014, 2013 and 2012 included $24.5 million, $20.5 million and $6.2 million, respectively, of net cash outflows for discontinued operations.

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Cash Flows from Investing Activities

Nine Months Ended September 30, 2015 and 2014

During the nine months ended September 30, 2015, we paid $103.9 million for capital expenditures, consisting primarily of various renovation projects at our properties, and we paid $1.6 million in reimbursable advances for the North Fork project. In addition, during the nine months ended September 30, 2015 we received $25.2 million in proceeds from asset sales, primarily from the sale of land that was previously held for development.

During the nine months ended September 30, 2014, we paid $71.6 million for capital expenditures and $2.1 million for reimbursable advances for the North Fork project. In addition, during the nine months ended September 30, 2014, we received $66.0 million in repayments on our advances for Graton Resort.

Years Ended December 31, 2014, 2013 and 2012

During the year ended December 31, 2014, we paid $102.7 million for capital expenditures, consisting primarily of various renovation projects at our properties, information technology equipment purchases and slot machine purchases, and we paid $2.6 million in reimbursable advances for the North Fork Project. In addition, during the year ended December 31, 2014, we received repayments totaling $66.0 million on our advances for Graton Resort, which have now been repaid in full.

During the year ended December 31, 2013, we paid $86.7 million for capital expenditures, primarily for slot machine purchases, information technology equipment, additional casino offerings and various remodeling projects, and we paid $3.6 million in reimbursable advances for the North Fork Project.

During the year ended December 31, 2012, we paid $62.0 million for capital expenditures. In addition, in 2012, we acquired a 50.1% ownership interest in Fertitta Interactive, which previously operated online gaming in Nevada and New Jersey, for $20.7 million. We accounted for the investment as a common control transaction and accordingly, our net cash provided by investing activities included a $7.7 million cash outflow equal to the historical cost of the net assets acquired. The excess of the purchase price paid over the historical cost of the net assets acquired was reflected as a deemed distribution within cash flows from financing activities.

Cash Flows from Financing Activities

Nine Months Ended September 30, 2015 and 2014

During the nine months ended September 30, 2015, Station LLC reduced its outstanding indebtedness by $29.8 million, and Fertitta Entertainment incurred $53.5 million in additional indebtedness, which was primarily used for an asset purchase. During the same period, we paid $188.4 million in distributions to our members, and MPM and Fertitta Interactive paid $9.2 million and $0.2 million, respectively, in distributions to noncontrolling interest holders.

During the nine months ended September 30, 2014, we reduced our outstanding indebtedness by $61.9 million and paid $135.0 million in distributions to our members. During the same period, MPM paid $8.1 million in distributions to noncontrolling interest holders, and Fertitta Interactive received capital contributions totaling $9.8 million from noncontrolling interest holders to fund its operations. In addition, we paid $2.5 million in fees and costs related to the March 2014 repricing of Station LLC's Term Loan Facility.

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Years Ended December 31, 2014, 2013 and 2012

During the year ended December 31, 2014, we paid $74.3 million in principal payments on our indebtedness and $153.3 million in distributions to our members. For the same period, MPM paid $10.1 million in distributions to noncontrolling interest holders and Fertitta Interactive received capital contributions of $10.0 million from noncontrolling interest holders to fund its operations. In addition, we paid $2.5 million in fees and costs related to Station LLC's March 2014 debt repricing.

During the year ended December 31, 2013, we paid $69.2 million in distributions to our members, and MPM paid $10.2 million in distributions to noncontrolling interest holders. During 2013, Fertitta Interactive received capital contributions from noncontrolling interest holders totaling $15.3 million. In addition, Station LLC paid $35.9 million in fees and costs related to the refinancing of approximately $2.1 billion of its outstanding indebtedness in March 2013.

During the year ended December 31, 2012, we reduced our outstanding debt by approximately $206.5 million and we paid $26.8 million in fees and costs related to the refinancing of certain long-term debt. In addition, we paid $25.9 million in distributions to our members, MPM paid $11.3 million in distributions to noncontrolling interest holders, and Fertitta Interactive received $8.6 million in capital contributions from noncontrolling interest holders to fund its operations. In connection with our purchase of Fertitta Interactive, which was accounted for as a common control transaction, we recognized a deemed distribution of $12.6 million representing the excess of the purchase price paid over the historical cost of the net assets acquired.

Outstanding Indebtedness

As of September 30, 2015 and December 31, 2014, our long-term debt consisted of the following (amounts in thousands):

	September 30, 2015			December 31, 2014

	(unaudited)
$1.625 billion Term Loan Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% at September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $36.0 million and $42.1 million, respectively	$	1,436,647		$	1,503,831
$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate (4.38% at September 30, 2015)		45,000			—
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $4.8 million and $5.3 million, respectively		495,197			494,682
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.69% and 3.67% at September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $3.3 million and $6.7 million, respectively		110,780			106,783
Other long-term debt, weighted-average interest of 4.35% and 4.21% at September 30, 2015 and December 31, 2014, respectively, maturity dates ranging from 2016 to 2027		113,505			62,203

Total long-term debt		2,201,129			2,167,499
Current portion of long-term debt		(114,770	)		(83,892	)

Total long-term debt, net	$	2,086,359		$	2,083,607

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Credit Facility

On March 1, 2013, Station LLC entered into a credit agreement (the "Credit Facility") consisting of a $1.625 billion term loan facility (the "Term Loan Facility") and a $350 million revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility is fully drawn and will mature on March 1, 2020. On March 18, 2014, we completed a repricing of the Term Loan Facility. The interest rate under the amended Term Loan Facility is at our option, either LIBOR plus 3.25% or base rate plus 2.25%, subject to a minimum LIBOR rate of 1.00%. Under the terms of the amended Term Loan Facility, we must pay a 1.0% premium if we prepay the Term Loan Facility prior to March 18, 2015. On or after March 18, 2015, we may, at our option, prepay the Term Loan Facility at par.

The interest rate under the Revolving Credit Facility is at our option, either LIBOR plus a margin of up to 3.50%, or base rate plus a margin of up to 2.50%, subject to a leverage-based grid. Additionally, we are subject to a fee of 0.50% per annum on the unused portion of the Revolving Credit Facility. Subject to the satisfaction of certain conditions, amounts may be borrowed under the Revolving Credit Facility, which shall be fully available at any time prior to maturity on March 1, 2018. At September 30, 2015, our borrowing availability under the Revolving Credit Facility was $271.8 million, which is net of outstanding letters of credit and similar obligations totaling $33.2 million.

Subject to obtaining additional commitments under the Credit Facility, we have the ability to increase our borrowing capacity thereunder in an aggregate principal amount not to exceed the greater of (a) $350 million and (b) an unlimited amount, if certain conditions are met and pro forma first lien leverage is less than or equal to 4.5x. Our ability to incur additional debt pursuant to such increased borrowing capacity is subject to compliance with the covenants in the Credit Facility and the Indenture governing our 7.50% Senior Notes, including pro forma compliance with the financial covenants contained in the Credit Facility and compliance with covenants contained in the Credit Facility and Indenture limiting our ability to incur additional indebtedness.

All of our obligations under the Credit Facility are guaranteed by all of Station LLC's subsidiaries other than unrestricted subsidiaries. At September 30, 2015, the unrestricted subsidiaries were NP Landco Holdco LLC ("Landco Holdco") and its subsidiaries, MPM and NP Restaurant Holdco LLC ("Restaurant Holdco"). The Credit Facility is secured by substantially all of our and our restricted subsidiaries' current and future personal property assets, and mortgages on the real property and improvements owned or leased by all nine of our major casino properties: Red Rock, Green Valley Ranch, Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station, Fiesta Rancho, and Fiesta Henderson, and certain after-acquired real property based on thresholds. The Credit Facility is also secured by a pledge of all of Station LLC's equity.

The Credit Facility contains a number of customary covenants that, among other things and subject to certain exceptions, restrict our ability and the ability of our restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than our core business and related businesses; or issue certain preferred units. The Credit Facility also requires that we maintain a maximum total leverage ratio ranging from 6.50 to 1.00 at September 30, 2015 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 3.00 to 1.00, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. At September 30, 2015, our total leverage ratio was 4.53 to 1.00 and our interest coverage ratio was 3.91 to 1.00, both as defined in the Credit Facility, and we believe we were in compliance with all applicable covenants. After giving pro forma effect to the Fertitta Entertainment Acquisition, including the payment of certain liabilities not included in the

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acquisition, and the Offering and Reorganization Transactions, at September 30, 2015, our total leverage ratio would have been to 1.00 and our interest coverage ratio would have been to 1.00.

We are required to make quarterly principal payments, which began on June 30, 2013, of 0.25% of the original principal amount of the Term Loan Facility. We are also required to make prepayments on the Term Loan Facility with a portion of our excess cash flow as follows: (i) 50% of excess cash flow so long as no default has occurred and its total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0% of excess cash flow so long as no default has occurred and our total leverage ratio is less than or equal to 3.50 to 1.00. In addition, subject to certain customary carve-outs and reinvestment provisions, we are required to use all net cash proceeds of asset sales or other dispositions, all proceeds from the issuance or incurrence of additional debt, and all proceeds from the receipt of insurance and condemnation awards to make prepayments on the Term Loan Facility.

The Credit Facility contains a number of customary events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act events; material judgments; and a change of control. If any event of default occurs, the lenders under the Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

Senior Notes

On March 1, 2013, Station LLC issued $500 million in aggregate principal amount of 7.50% senior notes due March 1, 2021 (the "Notes"), pursuant to an indenture among Station LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (the "Indenture"). The Notes are guaranteed by all of Station LLC's subsidiaries other than unrestricted subsidiaries. Interest is due March 1 and September 1 of each year, and commenced September 1, 2013. Prior to March 1, 2016, we may redeem the Notes plus accrued and unpaid interest and a make-whole premium specified in the Indenture. Prior to March 1, 2016, we are also entitled to redeem up to 35% of the original aggregate principal amount of the Notes with proceeds of certain equity financings at the redemption prices specified in the Indenture.

On or after March 1, 2016, we may redeem all or a portion of the Notes at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest to the applicable redemption date:

Years Beginning March 1,

2016	105.625	%
2017	103.750	%
2018	101.875	%
2019 and thereafter	100.000	%

If we experience certain change of control events (as defined in the Indenture), we must offer to repurchase the Notes at a purchase price in cash equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest thereon to the date of repurchase and make an offer to repurchase the Notes at a purchase price equal to 100% of the principal amount of the purchased notes if we have excess net proceeds (as defined in the Indenture) from certain asset sales.

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Restructured Land Loan

On June 17, 2011, Station LLC's indirect wholly owned subsidiary, CV PropCo, LLC ("CV Propco"), as borrower, entered into an amended and restated credit agreement (the "Restructured Land Loan") with Deutsche Bank AG Cayman Islands Branch ("Deutsche Bank") and JPMorgan Chase Bank, N.A. ("JPM") as initial lenders (the "Land Loan Lenders"), consisting of a term loan facility with an initial principal amount of $105 million. The initial maturity date of the Restructured Land Loan is June 16, 2016. The interest rate on the Restructured Land Loan is, at CV Propco's option, either LIBOR plus 3.50%, or base rate plus 2.50% for the first five years. All interest on the Restructured Land Loan will be paid in kind for the first five years. CV Propco has two options to extend the maturity date for one additional year to be available subject to absence of default, payment of up to a 1.00% extension fee for each year, and a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year, and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. In addition, CV Propco is required to enter into an interest rate agreement that fixes or caps LIBOR at 5.00% during each of the extended maturity periods. Interest accruing in the sixth and seventh years shall be paid in cash. There are no scheduled minimum principal payments prior to final stated maturity, but the Restructured Land Loan is subject to mandatory prepayments with excess cash and, subject to certain exceptions, with casualty or condemnation proceeds. CV Propco has the intent and ability to execute the first one-year extension option which would extend the maturity date to June 16, 2017, and accordingly, the amounts outstanding under the Restructured Land Loan were excluded from the current portion of long-term debt at September 30, 2015.

The Restructured Land Loan contains a number of customary covenants that, among other things and subject to certain exceptions, restrict CV Propco's ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in activity that requires CV Propco to be licensed as a gaming company; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or make capital expenditures. We believe CV Propco was in compliance with all applicable covenants at September 30, 2015.

The Restructured Land Loan contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the lenders under the Restructured Land Loan would be entitled, in certain cases, to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

The Restructured Land Loan is guaranteed by NP Tropicana LLC ("NP Tropicana," an indirect subsidiary of Station LLC), Landco Holdco (a subsidiary of Station LLC and parent of CV Propco and NP Tropicana) and all subsidiaries of CV Propco. The Restructured Land Loan is secured by a pledge of CV Propco and NP Tropicana equity and all tangible and intangible assets of NP Tropicana, Landco Holdco and CV Propco and its subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding Wild Wild West. The Restructured Land Loan is also secured by the leasehold interest in the land on which Wild Wild West is located. The land carry costs of CV Propco are supported by Station LLC under a limited support agreement and recourse guaranty (the "Limited Support Agreement"). Under the Limited Support Agreement, Station LLC guarantees the net operating costs of CV Propco and NP Tropicana. Such net operating costs include timely payment of all capital expenditures, taxes, insurance premiums, other land carry costs and any indebtedness payable by CV Propco (excluding debt service for the Restructured Land Loan), as well as rent, capital expenditures, taxes, management fees, franchise fees, maintenance, and other costs of operations and ownership payable by NP Tropicana. Under the Limited Support Agreement, Station LLC also guarantees certain recourse liabilities of CV Propco and NP Tropicana under the Restructured Land Loan, including, without limitation, payment and performance of the Restructured Land Loan in the event any of CV Propco, Landco Holdco or NP Tropicana files or

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acquiesces in the filing of a bankruptcy petition or similar legal proceeding. As part of the consideration for the Land Loan Lenders' agreement to enter into the Restructured Land Loan, CV Propco and NP Tropicana issued warrants to the Land Loan Lenders (or their designees) for up to 60% of the outstanding equity interests of each of CV Propco and NP Tropicana exercisable for a nominal exercise price commencing on the earlier of (i) the date that the Restructured Land Loan is repaid, (ii) the date CV Propco sells any land to a third party, and (iii) the fifth anniversary of the Restructured Land Loan.

Other Long-term Debt

Other long-term debt includes the financing of our corporate office building, amounts outstanding under the Fertitta Entertainment credit facility, certain financed equipment purchases, and other long-term obligations.

Corporate Office Lease

We lease our corporate office building under a lease agreement that was entered into in 2007 pursuant to a sale-leaseback arrangement with a third-party real estate investment firm. The lease has an initial term of 20 years with four additional five-year extension options. The lease also contains two options for us to repurchase the corporate office building, one option at the end of year five of the original lease term, which was not exercised, and another at the end of year ten of the original lease term. These options to repurchase the building constitute continuing involvement under the accounting guidance for sale-leaseback transactions involving real estate. As a result, the sale-leaseback transaction is accounted for as a financing transaction until the repurchase options expire. The lease payment in effect at December 31, 2014 was $3.2 million on an annualized basis, which will increase by approximately 1.25% annually to approximately $3.8 million in the final year of the original term. At September 30, 2015, the carrying amount of the corporate office building obligation was $34.4 million.

Fertitta Entertainment Credit Facility

On December 24, 2013, Fertitta Entertainment entered into an amended and restated credit agreement (the "FE Credit Facility") with Bank of America, N.A. and JP Morgan Chase Bank, N.A., consisting of a $20 million term loan and a $30 million revolving credit facility. At December 31, 2014, $17.0 million was outstanding under the $20 million term loan and $3.9 million was drawn under the $30 million revolving credit facility. The proceeds from the FE Credit Facility were used to repay all of the revolving loans then outstanding under Fertitta Entertainment's existing credit facility, along with associated fees and expenses. At December 31, 2014, the maturity date of the FE Credit Facility was December 24, 2016. The interest rate on the FE Credit Facility is at Fertitta Entertainment's option, either LIBOR plus 4.50% or base rate plus 3.50%. Fertitta Entertainment is required to make quarterly principal payments of $750,000 on the term loan, which began on March 31, 2014. The credit agreement governing the FE Credit Facility contains a number of customary covenants and events of default and we believe Fertitta Entertainment was in compliance with all applicable covenants at December 31, 2014. On March 26, 2015, Fertitta Entertainment amended the FE Credit Facility, increasing the revolving credit facility to $55 million and lowering the interest rate to either LIBOR plus a margin of up to 4.0% or base rate plus a margin of up to 3.0%, as selected by Fertitta Entertainment and subject to a leverage-based grid. In addition, the amendment extended the maturity date of the FE Credit Facility to December 24, 2017. At September 30, 2015, $18.5 million was outstanding under the term loan facility and $33.9 million was drawn under the revolving credit facility. All amounts outstanding under the FE Credit Facility are expected to be repaid, and the FE Credit Facility is expected to be terminated, upon consummation of the Fertitta Entertainment Acquisition.

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Fertitta Entertainment Promissory Note

In September 2015, Fertitta Entertainment borrowed $22.0 million pursuant to a secured promissory note to finance an asset purchase. The promissory note has a term of five years and requires Fertitta Entertainment to make monthly principal and interest payments. The promissory note bears interest at LIBOR plus 5.25% and contains a number of customary covenants and events of default.

Derivative Instruments

We have entered into various interest rate swaps to manage our exposure to interest rate risk. At September 30, 2015, we had one variable-to-fixed interest rate swap with a notional amount of $1.0 billion. This interest rate swap effectively fixes the interest rates on $1.0 billion of our variable-rate debt to a fixed rate of 5.02%, and the full notional amount of the interest rate swap has been designated as a cash flow hedge of interest rate risk for accounting purposes. As of September 30, 2015, we paid a fixed interest rate of 1.77% and received a variable interest rate of 1.00% on our interest rate swaps, which is the LIBOR floor stipulated in the agreement. The changes in fair value of the effective portion of our designated interest rate swaps are recognized in other comprehensive income, and the changes in fair value of any ineffective portion of designated interest rate swaps, as well as any interest rate swaps not designated as hedging instruments, are recognized in change in fair value of derivative instruments as they occur. See Note 12 to the Annual Combined Financial Statements and Note 5 to the Interim Combined Financial Statements for further information about our derivative and hedging activities and the related accounting.

Restrictive Covenants

During the nine months ended September 30, 2015, there were no changes in the covenants included in the credit agreement governing Station LLC's Credit Facility or the Indenture. A description of these covenants is included in " Liquidity and Capital Resources ." We believe that as of September 30, 2015, Station LLC was in compliance with the covenants contained in the Credit Facility and the Indenture.

Off-Balance Sheet Arrangements

We have not entered into any transactions with special purpose entities nor do we have any derivative arrangements other than the previously discussed interest rate swap. We do not have any retained or contingent interest in assets transferred to an unconsolidated entity. At September 30, 2015, we had outstanding letters of credit and similar obligations totaling $33.2 million.

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Contractual Obligations

The following table summarizes our contractual obligations at December 31, 2014 (amounts in thousands):

	Payments Due by Period

	Less than 1 year		1 - 3 years		3 - 5 years		Thereafter		Total
Long-term debt(a)	$	83,892	$	261,395	$	73,717	$	1,802,584	$	2,221,588
Interest on long-term debt and interest rate swaps(b)		115,482		219,879		189,542		56,541		581,444
Operating leases		8,773		17,531		17,360		388,155		431,819
Other(c)		39,526		9,374		6,383		15		55,298

Total contractual cash obligations	$	247,673	$	508,179	$	287,002	$	2,247,295	$	3,290,149

(a): Includes scheduled principal payments and estimated excess cash flow payments on long-term debt outstanding at December 31, 2014. Additional information about our long-term debt is included in Note 11 to the Annual Combined Financial Statements. The amount due in less than one year includes a $61.0 million excess cash flow payment on Station LLC's Term Loan that was paid in March 2015.
(b): Includes contractual interest payments on fixed and variable rate long-term debt outstanding at December 31, 2014 based on outstanding amounts and interest rates in effect at that date, and projected cash payments on interest rate swaps. Additional information about our derivative instruments is included in Note 12 to the Annual Combined Financial Statements.
(c): Includes employment contracts, long-term stay-on agreements, open purchase orders, natural gas purchase contracts, equipment purchase obligations and other long term obligations.

There have been no material changes to our contractual obligations since December 31, 2014.

Inflation

We do not believe that inflation has had a significant impact on our revenues, results of operations or cash flows in the last three fiscal years.

Native American Development

We have development and management agreements with the Mono, a federally recognized Native American tribe located near Fresno, California, pursuant to which we will assist the Mono in developing, financing and operating a gaming and entertainment facility to be located on Highway 99 north of the city of Madera, California. See Note 8 to the Annual Combined Financial Statements and Note 3 to the Interim Combined Financial Statements for additional information.

Regulation and Taxes

We are subject to extensive regulation by Nevada Gaming Authorities, as well as regulation by gaming authorities in the other jurisdictions in which we operate, including the National Indian Gaming Commission ("NIGC"), the California Gambling Control Commission, the Federated Indians of Graton Rancheria Gaming Commission and the Gun Lake Tribal Gaming Commission. In addition, we will be subject to regulation, which may or may not be similar to that in Nevada, by any other jurisdiction in which we may conduct gaming activities in the future.

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The gaming industry represents a significant source of tax revenue, particularly to the State of Nevada and its counties and municipalities. From time to time, various state and federal legislators and officials have proposed changes in tax law, or in the administration of such law, affecting the gaming industry. The Nevada legislature meets every two years for 120 days and when special sessions are called by the Governor. The most recent legislative session ended on June 1, 2015. There were no specific proposals to increase taxes on gaming revenue during the most recent legislative session, but there are no assurances that an increase in taxes on gaming or other revenue will not be proposed and passed by the Nevada Legislature in the future.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and judgments that are subject to an inherent degree of uncertainty. Certain accounting estimates and assumptions may have a material impact on our financial statements due to the significant levels of subjectivity and judgment involved and the susceptibility of such estimates and assumptions to change. We base our estimates on historical experience, information that is currently available to us and various other assumptions that we believe are reasonable under the circumstances, and we evaluate our estimates on an ongoing basis. Actual results may differ from these estimates, and such differences could have a material effect on our combined financial statements. Our significant accounting policies are described in Note 2 to the Annual Combined Financial Statements. Following is a discussion of our accounting policies that involve critical estimates and assumptions.

Long-Lived Assets

Our business is capital intensive and a significant portion of our capital is invested in property and equipment and other long-lived assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We evaluate the recoverability of our long-lived assets by estimating the future cash flows the asset is expected to generate, and comparing these estimated cash flows, on an undiscounted basis, to the carrying amount of the asset. If the carrying amount is greater, the asset is considered to be impaired, and we recognize an impairment charge equal to the amount by which the carrying amount of the asset exceeds its fair value. We test our long-lived assets for impairment at the reporting unit level.

Inherent in the calculation of fair values are various estimates and assumptions, including estimates of future cash flows expected to be generated by an asset or asset group. We base our cash flow estimates on the current regulatory, political and economic climates in the areas where we operate, recent operating information and projections for our properties. These estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, changes in consumer preferences, or events affecting various forms of travel and access to our properties. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. The most significant assumptions used in determining cash flow estimates include forecasts of future operating results, margins, tax rates, capital expenditures, depreciation expense, working capital requirements, long-term growth rates and terminal year free cash flows. Cash flow estimates and their impact on fair value are highly sensitive to changes in many of these assumptions. If our ongoing estimates of future cash flows are not met, we may be required to record impairment charges in future accounting periods.

Property and Equipment. At September 30, 2015, the carrying amount of our property and equipment was approximately $2.15 billion, which represents approximately 72.7% of our total assets. We make estimates and assumptions when accounting for property and equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets, and our depreciation expense is highly dependent on the assumptions we make about the estimated useful lives of our assets. We estimate the useful lives of our property and equipment based on our experience with

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similar assets and our estimate of the usage of the asset. Whenever events or circumstances occur that change the estimated useful life of an asset, we account for the change prospectively. We must also make judgments about the capitalization of costs. Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. If an asset or asset group is disposed or retired before the end of its previously estimated useful life, we may be required to accelerate our depreciation expense or recognize a loss on disposal.

Goodwill. We test our goodwill for impairment as of October 1 of each year, and we perform interim goodwill impairment tests whenever events or changes in circumstances indicate that our goodwill may be impaired. We perform our goodwill impairment testing at the reporting unit level, and we consider each of our operating properties to be a reporting unit. We test goodwill for impairment by comparing the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit may be impaired. To measure goodwill impairment, if any, we estimate the implied fair value of the reporting unit's goodwill by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in a business combination. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to the excess. We estimate the fair value of a reporting unit using the present value of expected future cash flows along with value indications provided by the current valuation multiples of comparable publicly traded companies. The estimation of the fair value of a reporting unit requires management to make critical estimates, assumptions and judgments, including estimating the expected future cash flows and selecting appropriate discount rates, valuation multiples and market comparables. Application of alternative estimates and assumptions could produce significantly different results.

At September 30, 2015, our goodwill totaled $195.7 million, of which approximately 87% was associated with one of our properties. As of our 2014 annual goodwill testing date, the estimated fair value of this property exceeded its carrying amount by approximately 18%. If the fair value of this property should decline in the future, we may be required to recognize a goodwill impairment charge, which could be material. Several of our other properties also have goodwill. The excess of those properties' fair values over their carrying amounts ranged from 14% to 32%, and declines in the fair values of any of those properties could also result in goodwill impairment charges. A property's fair value may decline as a result of a decrease in the property's actual or projected operating results or changes in significant assumptions and judgments used by management in the estimation process, including the discount rate and market multiple.

In the third quarter of 2014 we performed an interim goodwill impairment test for Fertitta Interactive when we ceased operations in New Jersey, and we recorded an impairment charge of $5.6 million to write off all of Fertitta Interactive's goodwill, which is included in discontinued operations. See Note 3 to the Annual Combined Financial Statements for additional information about Fertitta Interactive.

Indefinite-Lived Intangible Assets. Our indefinite-lived intangible assets primarily represent the value of our brands. At September 30, 2015, the carrying amount of our indefinite-lived intangible assets totaled $77.5 million. Indefinite-lived intangible assets are not amortized unless management determines that their useful life is no longer indefinite. We test our indefinite-lived intangible assets for impairment annually as of October 1 of each year, and whenever events or changes in circumstances indicate that an asset may be impaired, by comparing the carrying amount of the asset to its estimated fair value. If the carrying amount of the asset exceeds its estimated fair value, we recognize an impairment charge equal to the excess. We estimate the fair value of our brands using a derivation of the income approach to valuation based on estimated royalties avoided through ownership of the assets. The fair values of certain of our properties' indefinite lived intangible assets are equal to the carrying amounts, and the recoverability is highly sensitive to changes in projected operating results.

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Accordingly, any decrease in the projected operating results of a property could require us to recognize an impairment charge, which could be material.

Finite-Lived Intangible Assets. Our finite-lived intangible assets primarily represent the value of our management contracts and customer relationships. We amortize our finite-lived intangible assets over their estimated useful lives using the straight-line method, and we periodically evaluate the remaining useful lives of our finite-lived intangible assets to determine whether events or circumstances warrant a revision to the remaining period of amortization.

Our management contract intangible assets represent the value associated with management agreements under which we provide management services to various casino properties, primarily Native American casinos which we have developed or are currently developing. We estimate the fair values of management contract intangible assets using discounted cash flow techniques based on future cash flows expected to be received in exchange for providing management services. We amortize our management contract intangible assets using the straight-line method over their expected useful lives, which is generally equal to the initial term of the management agreement. We begin recognizing amortization expense when the managed property commences operations and management fees are being earned. The recoverability of our management contract intangible assets is dependent upon the operating results of the managed casinos and the likelihood that the casino project we are currently developing is successfully completed.

Our customer relationship intangible assets represent the value associated with our rated casino guests. We estimate the fair values of our customer relationship intangible assets using a variation of the cost approach. The recoverability of our customer relationship intangible assets could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of customer visits which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests.

Native American Development Costs.

We incur certain costs associated with our development and management agreements with Native American tribes (the "Tribes") which are reimbursable by the Tribes, and we capitalize these costs as long-term assets. The assets are typically transferred to the Tribe at such time as the Tribe secures third-party financing, or the gaming facility is completed. We earn a return on the costs incurred for the acquisition and development of Native American projects. Due to the uncertainty surrounding the estimated cost to complete and the collectability of the stated return, we account for the return using the cost recovery method. Recognition of the return is deferred until the assets are transferred to the Tribe, the carrying amount of the assets has been fully recovered, and the return has been collected or is realizable. Development costs and the related return are typically repaid by the Tribes from a project's third-party financing or from operating cash flows of the casino after opening. Accordingly, the recoverability of our development costs is highly dependent upon the Tribe's success in obtaining third-party financing and our ability to operate the project successfully upon its completion. Our evaluation of the recoverability of our Native American development costs requires us to apply a significant amount of judgment.

We evaluate our Native American development costs for impairment whenever events or changes in circumstances indicate that the carrying amount of the project might not be recoverable, taking into consideration all available information. Among other things, we consider the status of the project, any contingencies, the achievement of milestones, any existing or potential litigation and regulatory matters when evaluating our Native American projects for impairment. If an indicator of impairment exists, we compare the estimated future cash flows of the asset, on an undiscounted basis, to the carrying amount of the asset. If the undiscounted expected future cash flows for a project do not exceed its carrying

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amount, then the asset is written down to its estimated fair value. We estimate a project's fair value using a discounted cash flow model and market comparables, when available. Our estimate of the undiscounted future cash flows of a Native American development project is based on consideration of all positive and negative evidence about the future cash flow potential of the project including, but not limited to, the likelihood that the project will be successfully completed, the status of required approvals, and the status and timing of the construction of the project, as well as current and projected economic, political, regulatory and competitive conditions that may adversely impact the project's operating results. In certain circumstances, we may discontinue funding of a project due to a revision of its expected potential, or otherwise determine that our advances are not recoverable and as a result, we may be required to write off the entire carrying amount of a project. See Note 8 to the Annual Combined Financial Statements for additional information about the status of our Native American development activities.

Player Rewards Program

We have a player rewards program (the "Rewards Program") which allows customers to earn points based on their gaming activity. Points may be redeemed at all of our Las Vegas area properties for cash, free slot play, food and beverage at any of our restaurants and bars, rooms, entertainment and merchandise. We record a liability for the estimated cost of outstanding points earned under the Rewards Program that we believe will ultimately be redeemed. We record the estimated cost of points expected to be redeemed for cash and free slot play under the Rewards Program as a reduction of casino revenue. The estimated cost of points expected to be redeemed for food, beverage, rooms, entertainment and merchandise is charged to casino expense. Cost is estimated based on assumptions about the mix of goods and services for which points will be redeemed and the incremental departmental cost of providing the goods and services.

Self-Insurance Reserves

We are currently self-insured up to certain stop loss amounts for workers' compensation and general liability costs. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as accruals of estimates for claims incurred but not reported. In estimating these accruals, we evaluate historical loss experience and make judgments about the expected levels of costs per claim. We believe changes in medical costs, trends in claims of our employee base, accident frequency and severity and other factors could materially affect our estimates for these liabilities. We continually monitor changes in employee demographics, incident and claim type, evaluate our self-insurance accruals, and adjust our accruals based on our evaluation of these qualitative data points.

Derivative Instruments

We enter into interest rate swaps in order to manage interest rate risks associated with our debt. We recognize our derivative instruments at fair value in our Combined Balance Sheets as either assets or liabilities. The fair value of our interest rate swaps is subject to significant estimation and a high degree of variability between periods. A description of the assumptions we use in estimating the fair value of interest rate swaps is included in "Quantitative And Qualitative Disclosures About Market Risk." The accounting for changes in the fair value of derivative instruments (i.e. gains or losses) depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to qualify for hedge accounting. Our interest rate swap is intended to hedge our exposure to variability in expected future cash flows related to interest payments on our debt, and at September 30, 2015, our interest rate swap qualified for and was designated in a cash flow hedging relationship. Fluctuations in interest rates can cause the fair value of our derivative instruments to

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change each reporting period. See Note 12 to the Annual Combined Financial Statements for additional information about our derivative and hedging activities.

Litigation, Claims and Assessments

We are defendants in various lawsuits relating to routine matters incidental to our business and we assess the potential for any lawsuits or claims brought against us on an ongoing basis. For ongoing litigation and potential claims, we use judgment in determining the probability of loss and whether a reasonable estimate of loss, if any, can be made. We accrue a liability when we believe a loss is probable and the amount of the loss can be reasonably estimated. As the outcome of litigation is inherently uncertain, it is possible that certain matters may be resolved for materially different amounts than previously accrued or disclosed.

Share-Based Compensation

Share-based compensation includes profit interests granted to employees pursuant to various equity compensation plans. For equity awards, we measure share-based compensation expense at the grant date based on the fair value of the award and recognize the expense over the requisite service period. For certain share-based compensation awards that may be settled in cash, we apply liability accounting by remeasuring the fair value of the awards at each reporting date and recognizing changes in fair value within compensation expense, until such awards are settled. We estimate the fair value of share-based compensation awards using an option pricing method. Key inputs we use in applying the option pricing method are total equity value, equity volatility, risk free rate and time to liquidity event. We estimate total equity value using a combination of the income approach, which incorporates cash flow projections that are discounted at an appropriate rate, and the market approach, which involves applying a market multiple to our projected operating results. We estimate volatility based on the historical equity volatility of comparable publicly-traded companies. Because there has been no public market for our equity prior to the Offering and Reorganization Transactions, the estimates and assumptions we use in our share-based compensation valuations are highly complex and subjective. Following the Offering and Reorganization Transactions, such subjective valuations and estimates will no longer be necessary because we will rely on the market price of our common stock to determine the fair value of our share-based compensation awards. See Note 15 to the Annual Combined Financial Statements for additional information about our share-based compensation.

Qualitative and Quantitative Disclosures About Market Risk

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices.

Our primary exposure to market risk is interest rate risk associated with our long-term debt. We evaluate our exposure to market risk by monitoring interest rates in the marketplace. We attempt to limit our exposure to interest rate risk by managing the mix of our long-term and short-term borrowings, and by using interest rate swaps to hedge against the earnings effects of interest rate fluctuations. Borrowings under our credit agreements bear interest at a margin above LIBOR or base rate (each as defined in the credit agreements) as selected by us. The total amount of outstanding borrowings is expected to fluctuate and may be reduced from time to time.

At September 30, 2015, $1.71 billion of the borrowings under our credit agreements are based on LIBOR plus applicable margins of 3.25% to 5.25%. The LIBOR rate underlying the LIBOR-based borrowings outstanding under our Credit Facility was 1.00%, which is the LIBOR floor stipulated in the agreement. The LIBOR rate underlying the borrowings under our Restructured Land Loan and the Fertitta Entertainment debt ranged from 0.194% to 0.250% at September 30, 2015. The weighted-average interest rates for variable-rate debt shown in the long-term debt table below are calculated

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using the rates in effect as of September 30, 2015. We cannot predict the LIBOR or base rate interest rates that will be in effect in the future, and actual rates will vary. Based on our outstanding borrowings as of September 30, 2015, an assumed 1% increase in variable interest rates would cause our annual interest cost to increase by approximately $3.3 million, after giving effect to our interest rate swaps and the 1% LIBOR floor described above.

We are also exposed to interest rate risk related to our interest rate swap agreements which we use to hedge a portion of our variable-rate debt. As of September 30, 2015, we had one variable-to-fixed interest rate swap with a notional amount of $1.0 billion which effectively hedged a portion of the interest rate risk on borrowings under our credit agreements. Our interest rate swap, which is designed as a cash flow hedge, is matched with specific debt obligations and qualifies for hedge accounting. In July 2015, one of our interest rate swaps with a notional amount of $700 million matured, and the notional amount of the remaining interest rate swap that matures in 2017 increased by the same amount. We do not use derivative financial instruments for trading or speculative purposes. Interest differentials resulting from designated interest rate swap agreements are recorded on an accrual basis as an adjustment to interest expense. Interest rate movements also affect the fair value of our interest rate swap, which is reflected within non-current liabilities in our combined balance sheets.

The fair values of interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each instrument. This analysis reflects the contractual terms of the agreements, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements. Fair value is subject to significant estimation and a high degree of variability between periods; however, to the extent that the interest rate swaps are effective in hedging the designated risk, the changes in the fair value of these interest rate swaps are deferred in other comprehensive income on our combined balance sheets. Certain future events, including prepayment, refinancing or acceleration of the hedged debt, could cause all or a portion of these hedges to become ineffective. The changes in the fair value of ineffective portions of our interest rate swaps are recognized in our combined statements of operations in the period of change. In addition, we are exposed to credit risk should our counterparties fail to perform under the terms of the interest rate swap agreements; however, we seek to minimize our exposure to this risk by entering into interest rate swap agreements with highly rated counterparties, and we do not believe we were exposed to significant credit risk as of September 30, 2015.

The following table provides information about future principal maturities, excluding original issue discounts, of our long-term debt and the related weighted-average contractual interest rates in effect at September 30, 2015 (dollars in millions):

	Expected maturity date

	Expected maturity date																				Fair Value
	2015			2016			2017			2018			2019			Thereafter			Total		Fair Value
Long-term debt:
Fixed rate	$	1.0		$	3.7		$	3.3		$	3.1		$	2.9		$	525.1		$	539.1	$	566.6
Weighted-average interest rate		5.20	%		4.93	%		4.57	%		4.25	%		4.00	%		7.32	%
Variable rate(a)	$	50.2		$	180.1		$	99.2		$	53.7		$	18.5		$	1,304.5		$	1,706.2	$	1,679.8
Weighted-average interest rate		4.37	%		3.91	%		4.13	%		4.30	%		4.40	%		4.26	%

(a): Based on variable interest rates and margins in effect at September 30, 2015.

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The following table provides information about notional amounts and weighted-average interest rates by contractual maturity dates for our interest rate swap agreements, as well as the fair value of the liabilities, at September 30, 2015 (dollars in millions):

	Expected maturity date

	Expected maturity date																					Fair value
	2015(a)			2016			2017			2018			2019			Thereafter			Total			Fair value
Interest rate swaps:
Notional amount	$	33.1		$	47.1		$	872.8		$	—		$	—		$	—		$	953.0		$	10.3
Weighted-average fixed interest rate payable(a)		1.77	%		1.77	%		1.77	%		—	%		—	%		—	%		1.77	%
Weighted-average variable interest rate receivable(b)		1.00	%		1.00	%		1.00	%		—	%		—	%		—	%		1.00	%

(a): Based on actual fixed interest rates payable.
(b): At September 30, 2015, the receive rate on our interest rate swaps is equal to 1.00% which is the LIBOR floor stipulated in the agreements.

Additional information about our long-term debt and interest rate swap agreements is included in Notes 11 and 12 to the Annual Combined Financial Statements and Notes 4 and 5 to the Interim Combined Financial Statements.

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DESCRIPTION OF OUR BUSINESS

Our Company

•: Population growth was more than two-and-a-half times the national average;
•: Las Vegas was among the leaders in the nation in employment growth at 4.0%, compared to the national average of 1.9%;
•: Home value appreciation of 18.7%, compared to the national average of 5.6%;
•: Las Vegas welcomed a record 41.1 million visitors; and
•: Over $12 billion in new investments have been recently completed or are either in the planning stages or actively under development in Las Vegas.

•: Nevada offers the lowest gaming tax rate in the United States at 6.75%, and has only raised gaming taxes once in the last 28 years;
•: Nevada SB 208, enacted in 1997, significantly limits the construction of casinos in the Las Vegas valley; and
•: No new major gaming facilities have opened in the Las Vegas regional market that cater predominantly to Las Vegas residents since 2009 and no new development of such facilities has been announced.

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of the Las Vegas metropolitan area are members of our Boarding Pass program and have visited one or more of our properties during the twelve months ended September 30, 2015. The Boarding Pass also has significant brand recognition and guest value, as evidenced by being selected "Best Players Club" for each of the last 15 years by the Las Vegas Review Journal.

We became a publicly traded company in 1993 and, following a significant period of development and expansion between 1993 and 2007, were taken private in 2007 in a management-led buyout. Impacted by the financial crisis, we completed a restructuring in June 2011. Since that time, we have:

•

Further strengthened our capital structure by:

•: Reducing total debt by $410 million to $2.1 billion as of September 30, 2015 (excluding a $114 million non-recourse land loan) from approximately $2.45 billion; and
•: Significantly reducing the ratio of total debt to Adjusted EBITDA.

•

Invested $350 million in capital improvements to maintain and enhance our properties, including:

•: Adding and renovating numerous non-gaming amenities across our portfolio;
•: Continuing to refresh our gaming floors with the latest products and technology;
•: Creating innovative technology products such as mobile sports betting applications and interactive marketing kiosks; and
•: Investing in information technology to improve our systems and protect our proprietary data.

•

Improved our profitability:

•: For the year ended December 31, 2014 compared to the year ended December 31, 2013, Adjusted EBITDA increased 10.2% and Adjusted EBITDA margin improved by 207 basis points to 30.9% while net income from continuing operations increased by 265.8% following a net loss in 2013 primarily as a result of debt refinancing charges.
•: For the nine months ended September 30, 2015 compared to the same period in 2014, Adjusted EBITDA increased 12.8% and Adjusted EBITDA margin improved 230 basis points to 32.4% while net income from continuing operations increased by 1.6%.

See "Summary Historical and Unaudited Pro Forma Condensed Combined Financial and Other Data" for definition of Adjusted EBITDA and a reconciliation of this non-GAAP metric to the most directly comparable GAAP metric.

We believe that our high-quality assets, market-wide distribution and award-winning Boarding Pass loyalty program will allow us to achieve significant benefits from the economic growth in Las Vegas. Further, our refined cost structure will help maximize the flow-through of net revenue to Adjusted EBITDA, as additional economic growth drives incremental revenue at our properties. These factors position us well for future growth, including expanding our existing properties, developing our strategic real estate portfolio, pursuing new management contracts, and opportunistically acquiring existing properties and pursuing new developments in other markets.

Our Competitive Strengths

We believe the following competitive strengths position us well for future growth and financial performance.

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Portfolio of highly attractive assets broadly distributed throughout Las Vegas

•: 19,410 slot and video poker machines featuring the latest technology and most popular themes in a variety of denominations;
•: 310 table games, including blackjack, baccarat, craps, roulette and poker and high-limit gaming salons;
•: 4,041 hotel rooms ranging from value-oriented garden rooms to one-of-a-kind luxury suites of more than 7,500 square feet;
•: 114 food and beverage venues, including 56 restaurants ranging from fine dining to casual dining and 58 quick-serve outlets;
•: 52 bars and lounges ranging from casual country to ultra-modern chic, featuring signature cocktails, live music and dancing;
•: 270,000 square feet of flexible convention and meeting space ranging from boardrooms to ballrooms;
•: 24 live entertainment venues ranging from intimate lounges to the 5,000-seat outdoor Sunset Amphitheater, and hosting a wide variety of acts from rock and country headliners to cover bands and comedians;
•: 96 movie screens in seven theaters with IMAX 3D, private viewing boxes and the latest sound and seating technology; and
•: 264 bowling lanes in four state-of-the-art facilities, featuring cosmic bowling, VIP lanes, private party suites and cocktail lounges.

We take great pride in the appearance of our properties and have historically invested significant capital to maintain, refresh and enhance our properties in a manner that is consistent with our high standards and to position our properties as best-in-class.

The Las Vegas economy has begun to recover from the economic downturn and recent trends indicate the recovery is ongoing. In 2014, Las Vegas experienced population growth more than two-and-a-half times the national average and was among the national leaders in employment growth at 4.0%, compared to the national average of 1.9%. Las Vegas continues to experience steady growth in its population of retirees with the percentage of the population aged 65 and over increasing to 13.3% in 2014, from 10.6% in 2005. Home values in Las Vegas also appreciated 18.7% in 2014, compared to the national average of 5.6%. In addition, over $12 billion in new projects and infrastructure investments have been publicly announced and have been recently completed or are either in the planning stages or are under development. Meanwhile, Las Vegas also welcomed a record 41.1 million visitors in 2014. We do not currently operate internationally and, therefore, have not been impacted by recent negative gaming trends experienced in international markets. This, along with our minimal exposure to negative currency fluctuations, reduces the risk and volatility of our business.

We believe the Las Vegas regional market is one of the most attractive gaming markets in the United States due to its strong economic and demographic fundamentals, a stable and supportive regulatory environment, the lowest gaming tax rate in the nation and significant current and announced investment.

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Large and Loyal Customer Base

We have a large and established guest database. Our Boarding Pass loyalty rewards program has achieved high levels of guest use, with a significant majority of our gaming revenue being generated by Boarding Pass members. In addition, nearly half of the adult population of the Las Vegas metropolitan area are members of our Boarding Pass program and have visited one or more of our properties during the twelve months ended September 30, 2015. The Boarding Pass also has significant brand recognition and guest value, as evidenced by being selected "Best Players Club" for each of the last 15 years by the Las Vegas Review Journal. The Boarding Pass encourages guest loyalty and allows us to provide tailored promotions, messaging and guest experience. The program links all of our properties, allowing players to earn and redeem points at any of our properties, from our full-scale luxury entertainment facilities to our local taverns, providing unparalleled diversity of experience, which we believe provides us with a competitive advantage. We believe that our targeted marketing strategies creates guest loyalty, as a significant majority of our Boarding Pass members who were in our database as of December 31, 2014 continued to visit our properties in the first nine months of 2015. We believe these marketing strategies will enable us to continue to grow our database and promote repeat visitation by Boarding Pass members.

Well positioned for growth

While a number of important regional metrics that drive demand for our products such as population, employment (measured by number of jobs) and taxable sales are approaching pre-recession peak levels, other metrics such as the unemployment rate, annual wages, home prices, and most importantly, gaming and non-gaming revenues in the Las Vegas regional market, remain well below peak levels experienced prior to the recession, as shown in the table below:

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(1): Presented in thousands.
(2): Presented in millions.
(3): Presented for the twelve months preceding such date.
(4): Source: United States Bureau of Labor Statistics (establishment-based employment); Las Vegas MSA
(5): Source: Nevada Department of Taxation; Clark County
(6): Source: SalesTraq; Las Vegas Area
(7): Source: Las Vegas Convention and Visitors Authority; Las Vegas Area
(8): Source: Nevada Gaming Control Board; Las Vegas Gaming Market & Las Vegas Regional Gaming Market

Innovative management team and owner-operator alignment with shareholders

We have developed over $5 billion of gaming facilities, with each new property being tailored to its market and benefiting from the experience gained from our prior projects. We have also developed proprietary data analytics which allow us to monitor revenues and operational expenses on a daily basis, benchmark results across properties, and provide real-time information for management decision-making. The application of our analytics and in-house technologies have resulted in Adjusted EBITDA margins that compare favorably to our public peers since 2011.

The Fertitta family has maintained significant ownership in the Company since it was founded in 1976, and is expected to remain our largest shareholder, holding approximately % of the outstanding Class A common stock of the Company (on an as-converted basis and assuming an initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus) after this Offering and the application of a portion of the proceeds to purchase LLC Units from certain of our existing owners. We believe the owner-operator dynamic of the Fertitta family's continued leadership, together with its significant ownership, results in a high degree of alignment with our shareholders.

Our Business Strategy

Continue to provide a high quality, value-oriented gaming and entertainment experience

We are committed to providing a high-value entertainment experience for our guests, as our significant level of repeat visitors demand exceptional service, variety and quality in their overall

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experience. We offer a broad array of gaming options, including the most popular slot and video poker products, and the latest technological innovations in slots, table games and sports wagering. We believe that providing a wide variety of entertainment options is also a significant factor in attracting guests. In particular, we feature multiple dining options at all of our major properties, which is a primary motivation for casino visits. We are dedicated to ensuring a high level of guest satisfaction and loyalty by providing attentive guest service in a convenient, friendly and casual atmosphere. As part of our commitment to provide a high value entertainment experience, we regularly refresh and enhance our gaming and non-gaming amenities to stimulate visitation.

Generate revenue growth through targeted marketing and promotional programs

Maximize business profitability

Utilize strong capital structure to drive growth and shareholder returns

We maintain a flexible, low-leverage capital structure relative to our public peers that we believe will allow us to pursue a balance of new growth opportunities and a disciplined return of capital to our shareholders. We believe our scalable platform and extensive development and management expertise provide us the ability to build master-planned expansions, pursue acquisitions and/or seek new development opportunities in an effort to maximize shareholder returns.

Our Growth Strategy

Drive same store growth

As the Las Vegas economy recovers, we expect population, employment levels, wages and consumer confidence to continue to rise. We believe we are uniquely positioned to benefit from this

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growth through increased guest spend and visitation. Prior to the recession in 2008, the Las Vegas regional gaming market experienced a compounded annual growth rate of 8.7% from 1997 to 2007, with gaming revenues peaking at $2.6 billion. Between 2008 and 2010, the market declined over 21% to $2.0 billion and, as of September 30, 2015, remains 18% below its peak. Similarly, Las Vegas hotel revenue per available room for the twelve months ended September 30, 2015 remains 14% below its peak in 2007. We believe our existing Las Vegas portfolio should benefit from improving economic conditions resulting in ongoing same-store growth.

Pursue growth opportunities

We also control and continue to pursue the development of the North Fork Rancheria's casino project. The tribe's potential casino site is located adjacent to the Golden State Highway approximately 15 miles north of Fresno, California. With over 1.1 million people in the Fresno-Madera metropolitan area and over 22 million vehicles per year driving past the site, we believe the tribe has one of the most favorable gaming locations in the California central valley. We also believe that we may be able to leverage our existing relationships in Native American gaming and our track record of successful development and management of Native American casinos to secure additional development opportunities.

Industry and Market Opportunity

Gaming continues to be a significant and growing sector of the global economy. Based on 2014 gaming revenues, the size of the global casino gaming industry is estimated to be approximately $176.9 billion. Casino gaming is generally defined as facilities that offer slot machines (or video lottery terminals) and table games. In 2014, commercial casinos located in the United States generated approximately $38 billion and Native American casinos generated more than $28 billion in gaming revenue. Casino gaming revenue generated by commercial and Native American casinos has rebounded from post-recession lows in 2009, growing $5.6 billion through 2014 due in large part to improving economic conditions throughout the United States and to new gaming supply in states such as Ohio and California.

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United States Commercial and Native American Gaming Revenue

Dollars in billions

Source: UNLV Center for Gaming Research, July 2015; National Indian Gaming Commission

Gaming markets can generally be categorized as either destination markets, such as the Las Vegas Strip, frequented by out-of-town visitors who travel long distances for multi-night stays, or regional markets where guests are predominantly from within 150 miles with much more frequent visitation. Regional gaming markets can be highly impacted by macroeconomic factors including population growth, unemployment, wage growth, gas prices, consumer confidence, consumer discretionary spending, tax rates and home values. Regional gaming markets are also impacted by new supply being introduced when the state or an adjacent state legalizes or expands gaming. In addition, regional gaming markets may be impacted by regulatory changes such as a tax increase or a smoking ban, which can negatively impact gaming revenues at existing facilities.

The Las Vegas Gaming Market

Las Vegas Visitor Volume

In millions

Source: Las Vegas Convention and Visitors Authority

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The Las Vegas Regional Market

Strong Population, Employment and Wage Growth

The Las Vegas economy, although severely impacted by the recession and housing crisis that spanned from 2008 to 2011, began to stabilize in 2012 and, based on population and employment growth, is once again one of the fastest growing economies in the United States. In 2014, population growth in Las Vegas was approximately two-and-a-half times the national average and Las Vegas was among the national leaders in employment growth with a 4.0% increase in employment compared to the national average of 1.9%. Another important factor impacting the financial health of Las Vegas residents is wage growth, which lagged other post-recession economic indicators until 2014 when average weekly wages grew 4.4% for the year. In addition, a large portion of our guests are retirees, and Las Vegas continues to experience steady growth in retirees with the percentage of the population aged 65 and over increasing to 13.3% in 2014, from 10.6% in 2005. We believe workers and retirees will continue to be attracted to Las Vegas due to its economic momentum, availability of diverse jobs, lack of state income and estate taxes, relatively affordable housing, mild climate and multitude of entertainment and recreation options. The following metrics demonstrate favorable trends in the Las Vegas economy:

(1): Presented in thousands.
(2): Presented in millions.
(3): Presented for the twelve months preceding such date.
(4): Source: Nevada State Demographer; Clark County (fiscal years)
(5): Source: United States Bureau of Labor Statistics (establishment-based employment); Las Vegas MSA
(6): Source: Nevada Department of Taxation; Clark County
(7): Source: SalesTraq; Las Vegas Area
(8): Source: Las Vegas Convention and Visitors Authority; Las Vegas Area
(9): Source: Nevada Gaming Control Board; Las Vegas Gaming Market & Las Vegas Regional Gaming Market

Increased Spending and Improving Home Values

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existing single family home in Las Vegas up approximately 90% as of August 2015 compared to January 2012.

Significant Capital Investment and Development

Limited New Casino Development

Stable Regulatory Environment and Lowest Gaming Tax Rate in the United States

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Our Properties

Set forth below is certain information as of September 30, 2015 concerning our properties.



*Owned Properties*
Red Rock	796	2,858	68	64
Green Valley Ranch	495	2,304	44	40
Palace Station	1,011	1,660	40	30
Boulder Station	299	2,597	33	54
Texas Station	199	1,702	18	47
Sunset Station	457	2,115	35	80
Santa Fe Station	200	2,383	39	39
Fiesta Rancho	100	1,174	13	25
Fiesta Henderson	224	1,448	16	46
Wild Wild West	260	165	4	20
Wildfire Rancho	—	162	—	5
Wildfire Boulder	—	167	—	2
Wildfire Sunset	—	137	—	1
Wildfire Lake Mead	—	57	—	3
Wildfire Valley View	—	35	—	—
Wildfire Anthem	—	15	—	—
*50% Owned Properties*
Barley's	—	198	—	—
The Greens	—	38	—	—
Wildfire Lanes	—	195	—	—

Las Vegas Property Total	4,041	19,410	310	456
*Managed Properties*
Gun Lake Casino	—	1,631	33	147
Graton Resort & Casino	—	2,926	131	254

All Properties Total	4,041	23,967	474	857

(1): Includes slot and video poker machines.
(2): Generally includes blackjack ("21"), craps, roulette, pai gow, baccarat, let it ride and three-card poker.

Red Rock

Red Rock opened in 2006 and is strategically located at the intersection of Interstate 215 and Charleston Boulevard in the Summerlin master-planned community in Las Vegas, Nevada. The AAA Four Diamond resort features an elegant desert oasis theme with a contemporary design featuring luxury amenities. In addition to its standard guest rooms, the hotel offers six styles of suites, including one-of-a-kind custom villas and penthouse suites. Additional non-gaming amenities include ten full-service restaurants, a 16-screen movie theater complex, approximately 94,000 square feet of meeting and convention space, a full-service spa, a 72-lane bowling center, a Kid's Quest child care facility and a gift shop. In 2014, we completed several major capital projects at Red Rock, including the mall connector and Restaurant Row. The mall connector is a new parking area and walkway which offers our guests convenient parking and access to and from Downtown Summerlin, a new 1.6 million square foot outdoor shopping, dining and entertainment center located adjacent to Red Rock. Restaurant Row links, via a pedestrian walkway, five of our premier restaurants including Hearthstone

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Kitchen & Cellar and Mercadito Mexican Restaurant, both of which opened in 2014, Yard House, Lucille's Smokehouse Bar-B-Que and Salute, a new Italian restaurant that opened in 2015. Other full-service restaurants at Red Rock include T-bones Chophouse, 8 Noodle Bar, the Grand Café, Feast Buffet (which features live-action themed buffets offering options that include Mexican, Italian, barbecue, American and Chinese cuisines) and the Sandbar pool cafe. Red Rock also features numerous bars and lounges including Rocks Lounge, Onyx Bar, Sandbar and Lucky Bar. Red Rock also offers a variety of quick-serve restaurants.

Green Valley Ranch

Green Valley Ranch opened in 2001 and is strategically located at the intersection of Interstate 215 and Green Valley Parkway in Henderson, Nevada. Green Valley Ranch is approximately five minutes from McCarran International Airport and seven minutes from the Las Vegas Strip. Green Valley Ranch was designed to complement the Green Valley master-planned community. The AAA Four Diamond resort features a Mediterranean style villa theme with non-gaming amenities including four full-service restaurants, a 4,200-square-foot non-gaming arcade, a state-of-the-art spa with outdoor pools, a 10-screen movie theater complex, a Kid's Quest child care facility, two gift shops, approximately 65,000 square feet of meeting and convention space and an entertainment lounge. Green Valley Ranch also offers an 8-acre outdoor complex featuring private poolside cabanas and a contemporary poolside bar and grill. Green Valley Ranch's full-service restaurants include Hank's Fine Steaks and Martinis, Tides Seafood & Sushi Bar, Pizza Rock by Tony Gemignani, the Grand Café, the Turf Club Grill and the Feast Buffet. Green Valley Ranch also offers a variety of quick-serve restaurants. Guests may also enjoy the Drop Bar, a centerpiece of the casino, the Lobby Bar, which is open to the lobby entrance and the pool area, and the Sip Bar.

Palace Station

Palace Station opened in 1976 and is strategically located at the intersection of Sahara Avenue and Interstate 15, one of Las Vegas' most heavily traveled areas. Palace Station is a short distance from McCarran International Airport and from major attractions on the Las Vegas Strip and downtown Las Vegas. Palace Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including seven full-service restaurants, two additional bars, two swimming pools, an approximately 20,000-square-foot banquet and convention center and a gift shop. Palace Station's full-service restaurants offer a variety of enjoyable meals at reasonable prices, and include the Charcoal Room Steakhouse, the Grand Café, the Feast Buffet, The Oyster Bar, Food Express Chinese Restaurant, and Little Tony's Italian Trattoria, which opened in 2015. Palace Station also offers a variety of quick-serve restaurants.

Boulder Station

Boulder Station opened in 1994 and is strategically located at the intersection of Boulder Highway and Interstate 515. Boulder Station is located approximately four miles east of the Las Vegas Strip and approximately four miles southeast of downtown Las Vegas. Boulder Station features a turn-of-the-20th-century railroad station theme with non-gaming amenities including five full-service restaurants, a 750-seat entertainment lounge, three additional bars, an 11-screen movie theater complex, a Kid's Quest child care facility, a swimming pool, a non-gaming video arcade and a gift shop. These restaurants, which offer a variety of enjoyable meals at reasonable prices, include the Grand Café, Feast Buffet, The Broiler Steakhouse, Pasta Cucina and Cabo Mexican Restaurant. Boulder Station also offers a variety of quick-serve restaurants.

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Texas Station

Texas Station opened in 1995 and is strategically located at the intersection of Lake Mead Boulevard and Rancho Drive in North Las Vegas. Texas Station features a friendly Texas atmosphere, highlighted by distinctive early Texas architecture with non-gaming amenities including four full-service restaurants, a Kid's Quest child care facility, a 300-seat entertainment lounge, a 2,000-seat event center, seven additional bars, an 18-screen movie theater complex, a swimming pool, a non-gaming video arcade, a gift shop, a 60-lane bowling center and approximately 42,000 square feet of meeting and banquet space. Texas Station's full-service restaurants offer a variety of enjoyable meals at reasonable prices, and include the Grand Café, Austins Steakhouse, Feast Buffet and Texas Star Oyster Bar. In addition, guests also enjoy the unique features of several bars and lounges including the Sports Bar, Martini Ranch, Whiskey Bar, Garage Bar, A-Bar, Splitz Bar and South Padre Lounge. Texas Station also offers a variety of quick-serve restaurants.

Sunset Station

Sunset Station opened in 1997 and is strategically located at the intersection of Interstate 515 and Sunset Road. Situated in a highly concentrated commercial corridor along Interstate 515, Sunset Station has prominent visibility from the freeway and the Sunset commercial corridor. Sunset Station is located approximately 4.5 miles east of McCarran International Airport and approximately 5.5 miles southeast of Boulder Station. Sunset Station features a Spanish/Mediterranean style theme with non-gaming amenities including six full-service restaurants, approximately 13,000 square feet of meeting space, a 500-seat entertainment lounge, a 5,000-seat outdoor amphitheater, six additional bars, a gift shop, a non-gaming video arcade, a 13-screen movie theater complex, a 72-lane bowling center, a Kid's Quest child care facility and a swimming pool. Sunset Station's full-service restaurants, which include the Grand Café, Sonoma Cellar Steakhouse, Pasta Cucina, Cabo Mexican Restaurant, Feast Buffet, and Oyster Bar, offer a variety of enjoyable meals at reasonable prices. Guests also enjoy the Gaudi Bar, a centerpiece of the casino featuring over 8,000 square feet of stained glass. Sunset Station also offers a variety of quick-serve restaurants.

Santa Fe Station

We purchased Santa Fe Station in 2000 and subsequently refurbished and expanded the facility. Santa Fe Station is strategically located at the intersection of Highway 95 and Rancho Drive, approximately five miles northwest of Texas Station. Santa Fe Station features non-gaming amenities including four full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 500-seat entertainment lounge, four additional bars, a 60-lane bowling center, a 16-screen movie theater complex, a Kid's Quest child care facility and over 14,000 square feet of meeting and banquet facilities. Santa Fe Station's full-service restaurants include The Charcoal Room, Cabo Mexican Restaurant, the Grand Café and Feast Buffet. Guests also enjoy Revolver Saloon and Dance Hall and 4949 Lounge, a centerpiece of the casino. Santa Fe Station also offers a variety of quick-serve restaurants.

Fiesta Rancho

We purchased Fiesta Rancho in 2001. Fiesta Rancho is strategically located at the intersection of Lake Mead Boulevard and Rancho Drive in North Las Vegas across from Texas Station. Fiesta Rancho features a Southwestern theme with non-gaming amenities including three full-service restaurants, a gift shop, a non-gaming video arcade, a swimming pool, a 600-seat entertainment lounge, a regulation-size ice skating rink and four additional bars. Fiesta Rancho's full-service restaurants include Garduno's Mexican Restaurant, the Festival Buffet and Denny's. Fiesta Rancho also offers a variety of quick-serve restaurants.

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Fiesta Henderson

We purchased Fiesta Henderson in 2001 and subsequently refurbished and expanded the facility. Fiesta Henderson is strategically located at the intersection of Interstate 215 and Interstate 515 in Henderson, Nevada, approximately three miles southeast of Sunset Station. Fiesta Henderson features four full-service restaurants, a 12-screen movie theater complex, a gift shop, a swimming pool, three bars and lounges and meeting space. Fiesta Henderson's full-service restaurants include Fuego Steakhouse, Amigo's Mexican Cantina, Café Fiesta and Festival Buffet. Fiesta Henderson also offers a variety of quick-serve restaurants.

Wild Wild West

We entered into a long-term lease of the Wild Wild West in 1998. Wild Wild West is strategically located on Tropicana Avenue immediately adjacent to Interstate 15. Wild Wild West's non-gaming amenities include a full-service restaurant, a bar, a gift shop and a truck plaza. In 2009, the Wild Wild West hotel was rebranded as Days Inn—Las Vegas under a franchise agreement with Days Inn Worldwide.

Wildfire Rancho

We purchased Wildfire Rancho in 2003. Wildfire Rancho is located on Rancho Drive across from Texas Station. Wildfire Rancho's non-gaming amenities include a lounge, outdoor patio and a full-service restaurant.

Wildfire Boulder and Wildfire Sunset

We purchased Wildfire Boulder and Wildfire Sunset in 2004. Both properties are located in Henderson, Nevada, and offer non-gaming amenities which include a full-service restaurant and a bar. Wildfire Boulder is located approximately seven miles southeast of Fiesta Henderson. Wildfire Sunset is located next to Sunset Station.

Wildfire Lake Mead

We purchased Wildfire Lake Mead, located in Henderson, Nevada, in 2006. The property closed in 2012 for a complete renovation, and reopened in 2014. Wildfire Lake Mead features a sports lounge, a bar and quick service food offerings.

Wildfire Valley View and Wildfire Anthem

We purchased Wildfire Valley View, located in Las Vegas, Nevada, in August 2013 and Wildfire Anthem, a tavern located in Henderson, Nevada, in July 2013. Non-gaming amenities offered by Wildfire Valley View and Wildfire Anthem include a bar and quick service food offerings.

Barley's, The Greens and Wildfire Lanes

We own a 50% interest in three smaller properties in Henderson, Nevada including Barley's, a casino and brew pub, The Greens, a restaurant and lounge, and Wildfire Lanes, which features a full-service restaurant, a bar and an 18-lane bowling center.

Managed Properties

Gun Lake Casino

We manage Gun Lake Casino ("Gun Lake") in Allegan County, Michigan, which opened in February 2011, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan,

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a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. Gun Lake is located on U.S. Highway 131 between Grand Rapids, Michigan and Kalamazoo, Michigan. We have a 50% ownership interest in the manager of Gun Lake, MPM Enterprises, LLC ("MPM"), which receives a management fee of approximately 30% of the net income of Gun Lake under a seven year management contract that commenced in February 2011. Under the terms of the MPM operating agreement, our portion of the management fee is 50% of the first $24 million of management fees earned, 83% of the next $24 million of management fees earned, and 93% of any management fees in excess of $48 million, each calculated on an annual basis.

Graton Resort & Casino

We manage Graton Resort & Casino ("Graton Resort") in Sonoma County, California, which opened in November 2013, on behalf of the Federated Indians of Graton Rancheria (the "Graton Tribe"), a federally recognized Native American tribe. Graton Resort is located just west of U.S. Highway 101 near Rohnert Park, California, approximately 43 miles north of San Francisco. It is the largest gaming and entertainment facility in the Bay Area. Graton Resort offers various dining options including four full-service restaurants and eight fast-casual restaurants. On September 2, 2015, the Graton Tribe broke ground on a $175 million expansion of the Graton Resort that will include 200 hotel rooms, meeting and convention space, a spa, a resort-style pool, a lobby bar and additional casino space. The management agreement has a term of seven years from the opening date. For the first four years of the agreement, we will receive a management fee of 24% of Graton Resort's net income (as defined in the management agreement) and for the fifth through seventh years, we will receive a management fee of 27% of Graton Resort's net income.

Developable Land

We own approximately 290 acres of developable land comprised of six strategically-located parcels in Las Vegas and Reno, Nevada, each of which is zoned for casino gaming and other commercial uses. The following is a description of such parcels:

•: Durango/I-215: We own approximately 70 acres located at the intersection of Durango Road and I-215 in the southwestern area of the Las Vegas valley. The site has excellent visibility and access from I-215. As a result of gaming and land use restrictions, there are no other casino sites, other than those owned by the Company, within approximately 5.4 miles of this site.
•: Wild Wild West/Viva: We own approximately 76 acres adjacent to the Wild Wild West Gambling Hall & Hotel which is located on approximately 20 acres at the intersection of Tropicana Boulevard and I-15, less than one-half mile from the Las Vegas strip. This parcel has excellent visibility and access from I-15, on which approximately 225,000 cars per day pass by the site.
•: Flamingo/I-215: We own approximately 58 acres located at the intersection of Flamingo Road and I-215 in the master-planned community of Summerlin. The site has excellent visibility and access from I-215.
•: Via Inspirada/Bicentennial Parkway: We own approximately 45 acres located on Via Inspirada near Bicentennial Parkway, approximately 6 miles southwest of Green Valley Ranch. This property is the only casino gaming entitled property in the master-planned community of Inspirada.
•: Boulder Highway: We own approximately 30 acres at the intersection of Boulder Highway and Oakey Boulevard approximately 1.5 miles southeast of downtown Las Vegas. This property has grandfathered gaming entitlements that predate room and other amenity requirements which creates greater flexibility in the development of a project on this site.

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•: South Virginia Street/I-580 (Reno): We own approximately 8 acres on South Virginia Street near I-580, directly across from the Reno-Sparks Convention Center. The Reno-Sparks and Washoe County Area attracted over 4.6 million visitors in 2014, according to the Reno-Sparks Convention and Visitors Authority.

Native American Development

North Fork Rancheria of Mono Indian Tribe

We have entered into development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a federally recognized Native American tribe located near Fresno, California, under which we will assist the Mono in developing and operating a gaming and entertainment facility (the "North Fork Project") to be located on a 305-acre site (the "North Fork Site") located on Highway 99 north of the city of Madera in Madera County, California. The North Fork Site was taken into trust for the benefit of the Mono by the United States Department of the Interior ("DOI") on February 5, 2013.

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The management agreement has a term of seven years from the opening of the facility and provides for a management fee of 40% of the facility's net income. As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games and several restaurants. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, but not limited to, approval of the management agreement by the NIGC.

In 2010, the Bureau of Indian Affairs ("BIA") published notice in the Federal Register that the environmental impact statement for the North Fork Project had been finalized. In 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the North Fork Site would be in the best interest of the Mono and would not be detrimental to the surrounding community. On August 31, 2012, the Governor of California concurred with the Assistant Secretary's determination that placing the North Fork Site in trust was in the best interest of the Mono and was not detrimental to the surrounding community. On the same day, the Governor signed a tribal-state Class III gaming compact (the "2012 Compact") between the State and the Mono. The California Assembly and Senate passed Assembly Bill 277 ("AB 277") ratifying the 2012 Compact on May 2, 2013 and June 27, 2013, respectively. The 2012 Compact is intended to regulate gaming at the North Fork Project on the North Fork Site, and provides for the Mono to operate up to 2,000 slot machines in return for sharing up to 15% of the net revenues from Class III gaming devices with the State of California, Madera County, the City of Madera, and other Native American tribes, which includes payments due to local authorities under any memorandum of understanding.

On July 3, 2013, opponents of the North Fork Project filed a referendum challenging AB 277. On October 22, 2013, the BIA published notice in the Federal Register that the 2012 Compact was deemed effective. On November 20, 2013, the referendum challenging AB 277 was qualified for the November 2014 state-wide ballot as "Proposition 48." The opponents contend that the qualification of the referendum suspended AB 277 and that the compact was void unless Proposition 48 was approved by a majority of voters in the November 4, 2014 general election. On November 4, 2014, Proposition 48 failed. On March 17, 2015, the Mono filed suit against the State of California to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. The State filed its answer to the Mono's complaint in May 2015. On August 17, 2015, the Mono filed a motion for judgment on the pleadings and the State filed its opposition and cross motion for judgment on the pleadings on September 17, 2015. The Mono's reply brief was filed on October 8, 2015 and the State's reply brief was filed on October 29, 2015. On November 13, 2015 the district court issued its order granting judgment in favor of the Mono and ordering the parties to conclude a compact within 60 days (see North Fork Rancheria of Mono Indians v. State of California ). No assurances can be provided as to whether the Mono will be successful in obtaining an effective tribal-state gaming compact. In addition, the development of the North Fork Project is subject to numerous ongoing legal challenges and receipt of required regulatory approvals and financing. There can be no assurance that the North Fork Project will be successfully completed nor that future events and circumstances will not change our estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. There can be no assurance that we will recover all of our investment in the North Fork Project even if it is successfully completed and opened for business. See Note 8 to the Annual Combined Financial Statements for additional information about the North Fork Project.

Intellectual Property

We use a variety of trade names, service marks, trademarks, patents and copyrights in our operations and believe that we have all the licenses necessary to conduct our continuing operations. We have registered several service marks, trademarks, patents and copyrights with the United States Patent and Trademark Office or otherwise acquired the licenses to use those which are material to conduct

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our business. We own patents and patent applications with expiration dates ranging from 2018 to 2028 relating to technologies that allow us to track the wagering activities and geographic location of our players. We also own patents relating to unique casino games. We file copyright applications to protect our creative artworks, which are often featured in property branding, as well as our distinctive website content.

Seasonality

Our cash flows from operating activities are somewhat seasonal in nature. Our operating results are traditionally strongest in the fourth quarter and weakest during the third quarter.

Competition

Our casino properties face competition from all other casinos and hotels in the Las Vegas area, including to some degree, from each other. We compete with other nonrestricted casino/hotels, as well as restricted gaming locations, by focusing on repeat customers and attracting these customers through innovative marketing programs. Our value-oriented, high-quality approach is designed to generate repeat business. Additionally, our casino properties are strategically located and designed to permit convenient access and ample parking, which are critical factors in attracting local visitors and repeat patrons.

Currently, there are approximately 40 major gaming properties located on or near the Las Vegas Strip, 17 located in the downtown area and several located in other areas of Las Vegas. We also face competition from 162 nonrestricted gaming locations in the Clark County area primarily targeted to the local and repeat visitor markets. In addition, our casino properties face competition from restricted gaming locations (sites with 15 or fewer slot machines) in the greater Las Vegas area. As of December 31, 2014, there were approximately 1,414 restricted gaming locations in the Las Vegas area with approximately 14,028 slot machines. Major additions, expansions or enhancements of existing properties or the construction of new properties by competitors could have a material adverse effect on our business.

The Nevada legislature enacted SB 208 in 1997. This legislation identified certain gaming enterprise districts wherein casino gaming development would be permitted throughout the Las Vegas valley and established more restrictive criteria for the establishment of new gaming enterprise districts. We believe the growth in gaming supply in the Las Vegas locals market has been, and will continue to be, limited by the provisions of SB 208.

To a lesser extent, we compete with gaming operations in other parts of the state of Nevada, such as Reno, Laughlin and Lake Tahoe, and other gaming markets throughout the United States and in other parts of the world, and with state sponsored lotteries, on-and-off-track wagering on horse and other races, card rooms, online gaming and other forms of legalized gambling. The gaming industry also includes land-based casinos, dockside casinos, riverboat casinos, racetracks with slots and casinos located on Native American land. There is intense competition among companies in the gaming industry, some of which have significantly greater resources than we do. Several states are currently considering legalizing casino gaming in designated areas. Legalized casino gaming in such states and on Native American land could result in additional competition and could adversely affect our operations, particularly to the extent that such gaming is conducted in areas close to our operations. We also face competition from internet poker operators in Nevada. In addition, legislation approving internet gaming has been proposed by the federal government and other states. Expansion of internet gaming and legalized casino gaming in new or existing jurisdictions and on Native American land could result in additional competition for our Nevada operations and for the gaming facilities that we manage for Native American tribes.

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Native American gaming in California, as it currently exists, has had little, if any, impact on our Nevada operations to date, although there are no assurances as to the future impact it may have. In total, the State of California has signed and ratified Tribal-State Compacts with 72 Native American tribes. Currently there are 60 Native American gaming facilities in operation in the State of California. These Native American tribes are allowed to operate slot machines, lottery games, and banked and percentage games (including "21") on Native American lands. A banked game is one in which players compete against the licensed gaming establishment rather than against one another. A percentage game is one in which the house does not directly participate in the game, but collects a percentage of the amount of bets made, winnings collected, or the amount of money changing hands. It is not certain whether any expansion of Native American gaming in California will affect our Nevada operations given that visitors from California make up Nevada's largest visitor market. Increased competition from Native American gaming in California may result in a decline in our revenues and may have a material adverse effect on our business.

Regulation and Licensing

In addition to gaming regulations, our business is subject to various federal, state and local laws and regulations of the United States and Nevada. These laws and regulations include, but are not limited to, restrictions concerning employment and immigration status, currency transactions, zoning and building codes, protection of human health and safety and the environment, marketing and advertising, privacy and telemarketing. Since we deal with significant amounts of cash in our operations we are subject to various reporting and anti-money laundering regulations. Any violations of anti-money laundering laws or any of the other laws or regulations to which we are subject could result in regulatory actions, fines, or other penalties. Any material changes, new laws or regulations or material differences in interpretations by courts or governmental authorities or material regulatory actions, fines, penalties or other actions could adversely affect our business and operating results.

Nevada Gaming Regulations

The ownership and operation of casino gaming facilities and the manufacture and distribution of gaming devices in Nevada are subject to the Nevada Act and various local ordinances and regulations. Our gaming operations in Nevada are subject to the licensing and regulatory control of the Nevada Commission, the Nevada Board, the Las Vegas City Council, the CCLGLB, the North Las Vegas City Council, the Henderson City Council and certain other local regulatory agencies.

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal controls and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees. Changes in such laws, regulations and procedures could have an adverse effect on our gaming operations.

Our indirect subsidiaries that conduct gaming operations in Nevada are required to be licensed by the Nevada Gaming Authorities. The gaming licenses require the periodic payment of fees and taxes and are not transferable. NP Red Rock LLC, NP Boulder LLC, NP Palace LLC, NP Sunset LLC, NP Tropicana LLC, NP Fiesta LLC, NP Gold Rush LLC, NP Lake Mead, LLC, NP Magic Star LLC, NP Rancho LLC, NP Santa Fe LLC, NP Texas LLC, Station GVR Acquisition, LLC, SC SP 2 LLC, NP LML LLC and NP River Central LLC hold licenses to conduct nonrestricted gaming operations. Town Center Amusements, Inc., a Limited Liability Company ("TCAI") is licensed to conduct

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nonrestricted gaming operations at Barley's. Greens Café, LLC ("GC") is licensed to conduct nonrestricted gaming operations at The Greens, and Sunset GV, LLC ("SGV") is licensed to conduct nonrestricted gaming operations at Wildfire Lanes. A license to conduct "nonrestricted" operations is a license to conduct an operation of (i) at least 16 slot machines, (ii) any number of slot machines together with any other game, gaming device, race book or sports pool at one establishment, (iii) a slot machine route, (iv) an inter-casino linked system, or (v) a mobile gaming system. SC SP 4 LLC holds a restricted gaming license. We are required to periodically submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our licensed or registered subsidiaries must be reported to or approved by the Nevada Commission and/or the Nevada Board.

We are required to periodically submit detailed financial and operating reports to the Nevada Commission and provide any other information that the Nevada Commission may require. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our licensed or registered subsidiaries must be reported to or approved by the Nevada Commission and/or the Nevada Board.

We intend to apply for a finding of suitability to indirectly own the equity interests in our licensed and registered subsidiaries (the "Gaming Subsidiaries") and for registration by the Nevada Commission as a publicly traded corporation for purposes of the Nevada Act (a "Registered Corporation"). As a Registered Corporation, we will be required to periodically submit detailed financial and operating reports to the Nevada Board and provide any other information the Nevada Board may require. No person may become a more than 5% stockholder or holder of more than a 5% interest in, or receive any percentage of gaming revenue from the Gaming Subsidiaries without first obtaining licenses, approvals and/or applicable waivers from the Nevada Gaming Authorities. Substantially all material loans, leases, sales of securities and similar financing transactions by us and our Gaming Subsidiaries must be reported to or approved by the Nevada Gaming Authorities.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, a Registered Corporation or its licensed subsidiaries, in order to determine whether such individual is suitable or should be licensed as a business associate of a Registered Corporation or a gaming licensee. Officers, directors and certain key employees of our licensed subsidiaries must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our officers, managers and key employees who are actively and directly involved in gaming activities of our licensed subsidiaries may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause that they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in corporate position.

If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue to have a relationship with us or our licensed subsidiaries, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require our licensed subsidiaries to terminate the employment of any person who refuses to file the appropriate applications. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Nevada.

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If it were determined that the Nevada Act was violated by a licensed subsidiary, the gaming licenses it holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, the Company, our licensed subsidiaries and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate our properties, and under certain circumstances, earnings generated during the supervisor's appointment (except for the reasonable rental value of the premises) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of the gaming licenses of the licensed subsidiaries or the appointment of a supervisor could (and revocation of any such gaming license would) have a material adverse effect on our gaming operations.

The Nevada Act provides that persons who acquire beneficial ownership of more than 5% of the voting or non-voting securities of a Registered Corporation must report the acquisition to the Nevada Commission. The Nevada Act also requires that beneficial owners of more than 10% of the voting securities of a Registered Corporation must apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. An "institutional investor," as defined in the Nevada Commission's regulations, which acquires beneficial ownership of more than 10%, but not more than 25%, of our voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor that has obtained a waiver may, in certain circumstances, hold up to 29% of our voting securities and maintain its waiver for a limited period of time. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of our board of directors, any change in our corporate charter, bylaws, management policies or our operations, or any of our gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding our voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in our management, policies or operations; and (iii) such other activities as the Nevada Commission may determine to be consistent with such investment intent.

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directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his securities including, if necessary, the immediate purchase of said securities for the price specified by the relevant gaming authority or, if no such price is specified, the fair market value as determined by the board of directors of Station Corp. The purchase may be made in cash, notes that bear interest at the applicable federal rate or a combination of notes and cash. Additionally, the CCLGLB has the authority to approve all persons owning or controlling the stock of any corporation controlling a gaming license.

The Nevada Commission may, in its discretion, require the holder of any debt security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt security of a Registered Corporation if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: (i) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (ii) recognizes any voting right by such unsuitable person in connection with such securities; (iii) pays the unsuitable person remuneration in any form; or (iv) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation or similar transaction.

We are required to maintain a current membership interest ledger in Nevada, which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. Failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner.

We may not make a public offering of our securities without the prior approval of the Nevada Commission if the securities or proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. We intend to apply for Nevada Commission approval of the Offering addressed in this registration statement. We also intend to apply to the Nevada Commission for prior approval, subject to certain conditions, to make public offerings of securities for a period of three years (the "Shelf Approval"). The Shelf Approval, if granted, will also apply to any affiliated company wholly owned by us which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering. The Shelf Approval, if granted, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The Shelf Approval, if granted, will not constitute a finding, recommendation or approval by any of the Nevada Gaming Authorities as to the accuracy or adequacy of any offering memorandum or the investment merits of the securities offered thereby. Any representation to the contrary is unlawful.

Changes in control of the Company through merger, consolidation, stock or asset acquisitions (including stock issuances in connection with restructuring transactions), management or consulting agreements, or any act or conduct by a person whereby such person obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and the Nevada Commission that they meet a variety of stringent standards prior to assuming control of such Registered Corporation. The Nevada Commission may also require controlling equity holders, officers, managers and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

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The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada's gaming industry and to further Nevada's policy to: (i) assure the financial stability of corporate gaming licensees and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form; and (iii) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before a Registered Corporation can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of re-capitalization proposed by the Registered Corporation's board of directors or similar governing entity in response to a tender offer made directly to the Registered Corporation's equity holders for the purpose of acquiring control of the Registered Corporation.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to the counties and cities in which the Nevada licensee's respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either: (i) a percentage of the gross revenues received; (ii) the number of gaming devices operated; or (iii) the number of table games operated. A live entertainment tax is also paid by casino operations in where admission charges are imposed for entry into certain entertainment venues. Nevada licensees that hold a license as an operator of a slot route, or manufacturer's or distributor's license also pay certain fees and taxes to the State of Nevada.

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons (collectively, "Licensees"), and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of their participation in such foreign gaming. The revolving fund is subject to increase or decrease at the discretion of the Nevada Commission. Thereafter, licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with or associate with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the grounds of unsuitability or whom a court in the state of Nevada has found guilty of cheating. The loss or restriction of our gaming licenses in Nevada would have a material adverse effect on our business and could require us to cease gaming operations in Nevada.

Nevada Liquor Regulations

There are various local ordinances and regulations as well as state laws applicable to the sale of alcoholic beverages in Nevada. Palace Station, Wildfire Rancho, Wildfire Valley View and Santa Fe Station are subject to liquor licensing control and regulation by the Las Vegas City Council. Red Rock, Boulder Station and Wild Wild West are subject to liquor licensing control and regulation by the CCLGLB. Texas Station and Fiesta Rancho are subject to liquor licensing control and regulation by the North Las Vegas City Council. Sunset Station, Green Valley Ranch, Fiesta Henderson, Barley's, Wildfire Sunset, Wildfire Boulder, The Greens, Wildfire Anthem, Wildfire Lanes and Wildfire Lake Mead are subject to liquor licensing control and regulation by the Henderson City Council. All liquor

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licenses are revocable and are, in some jurisdictions, not transferable. The agencies involved have full power to limit, condition, suspend or revoke any such license, and any such disciplinary action could (and revocation would) have a material adverse effect on the operations of our licensed subsidiaries.

Native American Gaming Regulations

The terms and conditions of management contracts and the operation of casinos and all gaming on land held in trust for Native American tribes in the United States are subject to the Indian Gaming Regulatory Act of 1988 (the "IGRA"), which is administered by the NIGC and the gaming regulatory agencies of state and tribal governments. The IGRA is subject to interpretation by the NIGC and may be subject to judicial and legislative clarification or amendment.

The IGRA established three separate classes of tribal gaming: Class I, Class II and Class III. Class I gaming includes all traditional or social games solely for prizes of minimal value played by a tribe in connection with celebrations or ceremonies. Class II gaming includes games such as bingo, pull-tabs, punchboards, instant bingo (and electronic or computer-aided versions of such games) and non-banked card games (those that are not played against the house), such as poker. Class III gaming is casino-style gaming and includes banked table games such as blackjack, craps and roulette, and gaming machines such as slots, video poker, lotteries and pari-mutuel wagering, a system of betting under which wagers are placed in a pool, management receives a fee from the pool, and the remainder of the pool is split among the winning wagers.

The IGRA requires NIGC approval of management contracts for Class II and Class III gaming, as well as the review of all agreements collateral to the management contracts. The NIGC will not approve a management contract if a director or a 10% shareholder of the management company: (i) is an elected member of the governing body of the Native American tribe which is the party to the management contract; (ii) has been or subsequently is convicted of a felony or gaming offense; (iii) has knowingly and willfully provided materially important false information to the NIGC or the tribe; (iv) has refused to respond to questions from the NIGC; or (v) is a person whose prior history, reputation and associations pose a threat to the public interest or to effective gaming regulation and control, or create or enhance the chance of unsuitable activities in gaming or the business and financial arrangements incidental thereto. In addition, the NIGC will not approve a management contract if the management company or any of its agents have attempted to unduly influence any decision or process of tribal government relating to gaming, or if the management company has materially breached the terms of the management contract or the tribe's gaming ordinance or resolution, or a trustee, exercising the skill and due diligence that a trustee is commonly held to, would not approve the management contract. A management contract can be approved only after the NIGC determines that the contract provides for, among other things: (i) adequate accounting procedures and verifiable financial reports, which must be furnished to the tribe; (ii) tribal access to the daily operations of the gaming enterprise, including the right to verify daily gross revenues and income; (iii) minimum guaranteed payments to the tribe, which must have priority over the retirement of development and construction costs; (iv) a ceiling on the repayment of such development and construction costs and (v) a contract term not exceeding five years and a management fee not exceeding 30% of net revenues (as determined by the NIGC); provided that the NIGC may approve up to a seven year term and a management fee not to exceed 40% of net revenues if the NIGC is satisfied that the capital investment required, and the income projections for the particular gaming activity require the larger fee and longer term. There is no periodic or ongoing review of approved contracts by the NIGC. The only post-approval action that could result in possible modification or cancellation of a contract would be as the result of an enforcement action taken by the NIGC based on a violation of the law or an issue affecting suitability.

The IGRA prohibits all forms of Class III gaming unless the tribe has entered into a written agreement with the state that specifically authorizes the types of Class III gaming the tribe may offer (a "tribal-state compact"). These tribal-state compacts provide, among other things, the manner and

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extent to which each state will conduct background investigations and certify the suitability of the manager, its officers, directors, and key employees to conduct gaming on Native American lands.

Title 25, Section 81 of the United States Code states that "no agreement shall be made by any person with any tribe of Indians, or individual Indians not citizens of the United States, for the payment or delivery of any money or other thing of value in consideration of services for said Indians relative to their lands unless such contract or agreement be executed and approved" by the Secretary or his or her designee. An agreement or contract for services relative to Native American lands which fails to conform with the requirements of Section 81 is void and unenforceable. All money or other things of value paid to any person by any Native American or tribe for or on his or their behalf, on account of such services, in excess of any amount approved by the Secretary or his or her authorized representative will be subject to forfeiture. We intend to comply with Section 81 with respect to any other contract with an Indian tribe in the United States.

Native American tribes are sovereign nations with their own governmental systems, which have primary regulatory authority over gaming on land within the tribes' jurisdiction. Therefore, persons engaged in gaming activities on tribal lands, including the Company, are subject to the provisions of tribal ordinances and regulations. Tribal gaming ordinances are subject to review by the NIGC under certain standards established by the IGRA. The NIGC may determine that some or all of the ordinances require amendment, and those additional requirements, including additional licensing requirements, may be imposed on us.

Several bills have been introduced in Congress that would amend the IGRA. Any amendment of the IGRA could change the governmental structure and requirements within which tribes could conduct gaming, and may have an adverse effect on our results of operations or impose additional regulatory or operational burdens. In addition, any amendment to or expiration of a tribal-state compact may have an adverse effect on our results of operations or impose additional regulatory or operational burdens.

General Gaming Regulations in Other Jurisdictions

If we become involved in gaming operations in any other jurisdictions, such gaming operations will subject us and certain of our officers, directors, key employees, equity holders and other affiliates ("Regulated Persons") to strict legal and regulatory requirements, including mandatory licensing and approval requirements, suitability requirements, and ongoing regulatory oversight with respect to such gaming operations. Such legal and regulatory requirements and oversight will be administered and exercised by the relevant regulatory agency or agencies in each jurisdiction (the "Regulatory Authorities"). We and the Regulated Persons will need to satisfy the licensing, approval and suitability requirements of each jurisdiction in which we seek to become involved in gaming operations. These requirements vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations. In general, the procedures for gaming licensing, approvals and findings of suitability require the Company and each Regulated Person to submit detailed personal history information and financial information to demonstrate that the proposed gaming operation has adequate financial resources generated from suitable sources and adequate procedures to comply with the operating controls and requirements imposed by law and regulation in each jurisdiction, followed by a thorough investigation by such Regulatory Authorities. In general, the Company and each Regulated Person must pay the costs of such investigation. An application for any gaming license, approval or finding of suitability may be denied for any cause that the Regulatory Authorities deem reasonable. Once obtained, licenses and approvals may be subject to periodic renewal and generally are not transferable. The Regulatory Authorities may at any time revoke, suspend, condition, limit or restrict a license, approval or finding of suitability for any cause that they deem reasonable. Fines for violations may be levied against the holder of a license or approval and in certain jurisdictions, gaming operation revenues can be forfeited to the state under certain circumstances. There can be no assurance that we

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will obtain all of the necessary licenses, approvals and findings of suitability or that our officers, directors, key employees, other affiliates and certain other stockholders will satisfy the suitability requirements in one or more jurisdictions, or that such licenses, approvals and findings of suitability, if obtained, will not be revoked, limited, suspended or not renewed in the future. We may be required to submit detailed financial and operating reports to Regulatory Authorities.

Failure by us to obtain, or the loss or suspension of, any necessary licenses, approval or findings of suitability would prevent us from conducting gaming operations in such jurisdiction and possibly in other jurisdictions, which may have an adverse effect on our results of operations.

Anti-Money Laundering Laws

Our services are generally subject to federal anti-money laundering laws, including the Bank Secrecy Act, as amended by the USA PATRIOT Act, and similar state laws. On an ongoing basis, these laws require us, among other things, to: (i) report large cash transactions and suspicious activity; (ii) screen transactions against the U.S. government's watch-lists, such as the watch-list maintained by the Office of Foreign Assets Control; (iii) prevent the processing of transactions to or from certain countries, individuals, nationals and entities; (iv) identify the dollar amounts loaded or transferred at any one time or over specified periods of time, which requires the aggregation of information over multiple transactions; (v) gather and, in certain circumstances, report customer information; (vi) comply with consumer disclosure requirements; and (vii) register or obtain licenses with state and federal agencies in the United States and seek registration of any retail distributors when necessary.

Anti-money laundering regulations are constantly evolving. We continuously monitor our compliance with anti-money laundering regulations and implement policies and procedures to make our business practices flexible, so we can comply with the most current legal requirements. We cannot predict how these future regulations might affect us. Complying with future regulation could be expensive or require us to change the way we operate our business.

Environmental Matters

Although we are currently involved in monitoring activities at a few of our sites due to historical or nearby operations, compliance with federal, state and local laws and regulations relating to the protection of the environment to date has not had a material effect upon our capital expenditures, earnings or competitive position and we do not anticipate any material adverse effects in the future based on the nature of our future operations.

Employees

As of October 31, 2015, we had approximately 11,700 employees, including employees of our 50% owned properties. None of our casino properties are currently subject to any collective bargaining agreement or similar arrangement with any union. However, union activists have actively sought to organize employees at certain of our properties in the past, and we believe that such efforts are ongoing at this time.

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MANAGEMENT AND DIRECTORS

The following table sets forth certain information concerning the executive officers of Station Holdco as of the date of this prospectus. We expect the current executive officers to act in the same capacities for Station Corp. We expect the following individuals listed as directors will serve on the board of directors of Station Corp., all of whom are either members of the board of directors of Station Holdco or board of managers of Station LLC.

Name		Position

Frank J. Fertitta III(*)	53	Chairman of Board of Directors and Chief Executive Officer
Stephen L. Cavallaro	57	Executive Vice Chairman
Richard J. Haskins	51	President
Marc J. Falcone	42	Executive Vice President, Chief Financial Officer and Treasurer
Daniel J. Roy	56	Executive Vice President and Chief Operating Officer
Lorenzo J. Fertitta(*)	46	Director
Robert A. Cashell, Jr.	49	Director
James E. Nave, D.V.M.	71	Director
Robert E. Lewis	70	Director

(*): Frank J. Fertitta III and Lorenzo J. Fertitta are brothers.

The following is a biographical summary of the experience of our directors and executive officers:

Frank J. Fertitta III. Mr. Fertitta has served as Chief Executive Officer of the Company since June 2011, Chief Executive Officer of Fertitta Entertainment since April 2011, and Chief Executive Officer of Station Corp. and the Chairman of Station Corp.'s board of directors since October 5, 2015, and a member of Station Holdco's board of directors since June 2011. Mr. Fertitta also served as President of the Company from January 2011 to October 2012. Mr. Fertitta served as Chairman of the board of directors of STN from February 1993, Chief Executive Officer of STN from July 1992 and President of STN from July 2008, in each case through June 17, 2011, Mr. Fertitta also served as President of STN from 1989 until July 2000. He has held senior management positions since 1985, when he was named General Manager of Palace Station. He was elected a director of STN in 1986, at which time he was also appointed Executive Vice President and Chief Operating Officer. Mr. Fertitta is a co-owner of Fertitta Entertainment and Zuffa, LLC which is the parent company of the Ultimate Fighting Championship, a martial arts promotion organization. We believe that Mr. Fertitta's experience and business expertise in the gaming industry, as well as his position as one of our principal equityholders, give him the qualifications and skills to serve on the board of directors of Station Corp.

Stephen L. Cavallaro. Mr. Cavallaro has served as Executive Vice Chairman of Station Corp. since October 5, 2015, President of the Company and Fertitta Entertainment since October 2012, and as Chief Operating Officer of the Company and Fertitta Entertainment since June 2013. Mr. Cavallaro served as the Chairman, President and Chief Executive Officer of Cavallaro Consulting Group from 2005 to 2012. From 2001 to 2004, Mr. Cavallaro was Executive Vice President and Chief Operating Officer of Station Casinos, Inc. From 2000 to 2001, he served as Chairman, President and CEO of Cavallaro Consulting Group. Mr. Cavallaro served as President and Chief Executive Officer of Travelscape.com from 1999 to 2000. Mr. Cavallaro served as Executive Vice President and Chief Operating Officer of Harveys Casino Resorts from 1996 to 1999. From 1994 to 1995, he served as Senior Vice President and General Manager of Hard Rock Hotel & Casino.

Richard J. Haskins. Mr. Haskins has served as President of Station Corp. since October 5, 2015 and Executive Vice President, General Counsel and Secretary of the Company and Fertitta Entertainment since January 2011 and April 2011, respectively. Mr. Haskins served as Executive Vice President and Secretary of STN from July 2004 and served as General Counsel of STN from April

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2002, in each case through June 17, 2011. He previously served as Assistant Secretary of STN from September 2003 to July 2004, as Vice President and Associate General Counsel of STN from November 1998 to March 2002 and as General Counsel of Midwest Operations of STN from November 1995 to October 1998. Mr. Haskins is a member of the American Bar Association, the Missouri Bar Association and Nevada Bar Association.

Marc J. Falcone. Mr. Falcone has served as Chief Financial Officer of Fertitta Entertainment since November 2010, Executive Vice President and Chief Financial Officer of Station Corp. since October 5, 2015, and Executive Vice President and Chief Financial Officer of the Company since June 2011. Mr. Falcone also has served as our Treasurer since January 2013. From June 2008 to October 2010, Mr. Falcone worked at Goldman Sachs where he focused on restructuring transactions in the hospitality and gaming sectors under that firm's Whitehall division. From May 2006 to June 2008 Mr. Falcone was a senior analyst at Magnetar Capital, LLC (an alternative asset management firm), covering the gaming, lodging, leisure, REIT and airline industries. From May 2002 to June 2006, Mr. Falcone was a Managing Director for Deutsche Bank Securities Inc. covering gaming, lodging and leisure companies and was recognized as one of the industry's top analysts. Prior to joining Deutsche Bank Securities Inc., Mr. Falcone worked for Bear Stearns & Co., also covering the gaming, lodging, and leisure industries.

Daniel J. Roy. Mr. Roy has served as Executive Vice President and Chief Operating Officer of Station Corp. since October 5, 2015 and as Executive Vice President of Operations for the Company since June 2013. From February 2013 to June 2013, Mr. Roy served as Senior Vice President of Gaming Operations for the Company. From 2009 to 2012, Mr. Roy served as Executive Vice President of Operations for Warner Gaming. From 2001 to 2009, Mr. Roy served as Senior Vice President of Operations for Station Casinos, Inc. From 1997 to 2001, Mr. Roy served as Senior Vice President of Iowa Operations for Harvey's Casinos Resorts.

Lorenzo J. Fertitta. Mr. Fertitta has served as a member of Station Corp.'s board of directors since its formation in September 2015 and as a member of Station Holdco's board of directors since June 2011 and served as Vice Chairman of the board of directors of STN from December 2003 and as a director from 1991, in each case through June 17, 2011. Mr. Fertitta also served as President of STN from July 2000 until June 30, 2008. Mr. Fertitta is a co-owner of Fertitta Entertainment and Zuffa, LLC and has served as the chairman and chief executive officer of Zuffa since June 2008. From 1991 to 1993, he served as Vice President of STN. Mr. Fertitta served as President and Chief Executive Officer of Fertitta Enterprises, Inc. from June 1993 to July 2000, where he was responsible for managing an investment portfolio consisting of marketable securities and real property. Mr. Fertitta served as a member of the board of directors of the Nevada Resort Association from 2001 to 2008. Mr. Fertitta served as a director of the American Gaming Association from December 2005 to May 2008 and as a commissioner on the Nevada State Athletic Commission from November 1996 until July 2000. We believe that Mr. Fertitta's experience and business expertise in the gaming industry, as well as his position as one of our principal equityholders, give him the qualifications and skills to serve on the board of directors of Station Corp.

Robert A. Cashell , Jr. Mr. Cashell has served as a member of Station Corp.'s board of directors since its formation in September 2015 and as a member of Station Holdco's board of managers since June 2011. He has been involved in the gaming industry for over 25 years, beginning in management training in 1979 at Boomtown Hotel and Casino in Northern Nevada. From 1991 to 1998, Mr. Cashell served as General Manager of the Horseshoe Club in Reno, Nevada. Since 1995, Mr. Cashell has also served as President of Northpointe Sierra, Inc. which owns and operates 5 casinos within TA and Petro Travel Centers in northern and southern Nevada under the brand name Alamo Casino. Since 2001, Mr. Cashell has owned and served as President of Topaz Lodge and Casino in Gardnerville, Nevada. Between 2003 and 2007, Mr. Cashell managed other gaming properties in Nevada on behalf of owners

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and investment groups. In 2013, Mr. Cashell acquired the Winners Inn and Pete's Gambling Hall in Winnemucca, Nevada and serves as the company's President. Since 2000, Mr. Cashell has served as the Chairman of Heritage Bancorp and Heritage Bank of Nevada. We believe that Mr. Cashell's experience and business experience in the gaming industry give him the qualifications and skills to serve on the board of directors of Station Corp.

James E. Nave , D.V.M. Dr. Nave has served as a member of Station Corp.'s board of directors since its formation in September 2015 and as a member of Station Holdco's board of directors since June 2011 and served as a director of STN from March 2001 until June 17, 2011. During that period, he was the Chairman of the Audit Committee and served on the Governance and Compensation Committee. Dr. Nave has been an owner of the Tropicana Animal Hospital since 1974 and has been the owner and manager of multiple veterinary hospitals since 1976. Dr. Nave served on the board of directors of Bank of Nevada (formerly Bank West of Nevada) from 1994 to January 2014. Dr. Nave has served on the board of directors of Western Alliance Bancorporation since 2003, where he also serves as a member of the Audit and Compensation Committees. Dr. Nave also served as the Director of International Affairs for the American Veterinary Medical Association (the "AVMA") from July 2001 to July 2013. Previously Dr. Nave served as the Globalization Liaison Agent for Education and Licensing of the AVMA, and he was also the Chairperson of the AVMA's National Commission for Veterinary Economics Issues from 2001 through July 2007. In addition, Dr. Nave is a member and past President of the Nevada Veterinary Medical Association, the Western Veterinary Conference and the American Veterinary Medical Association. He is also a member of the Clark County Veterinary Medical Association, the National Academy of Practitioners, the American Animal Hospital Association and previously served on the Executive Board of the World Veterinary Association. Dr. Nave was the chairman of the University of Missouri College of Veterinary Medicine Development Committee from 1984 to 1992. He was also a member of the Nevada State Athletic Commission from 1988 to 1999 and served as its chairman from 1989 to 1992 and from 1994 to 1996. We believe that Dr. Nave's financial and business expertise, including his diversified background of managing and directing a variety of public and private organizations, give him the qualifications and skills to serve on the board of directors of Station Corp.

Robert E. Lewis. Mr. Lewis has served as a member of Station Corp.'s board of directors since its formation in September 2015 and as a member of Station Holdco's board of directors since June 2011 and served as a director of STN from May 2004 until November 2007. While a Director of STN, he served on the Audit and Governance and Compensation Committees. Mr. Lewis has served as president of the Nevada Division of Lewis Operating Corp., a builder and owner of rental communities, shopping centers, office buildings and industrial parks of distinction, since December 1999. Mr. Lewis became the president of the Nevada Region of Kaufman and Broad Home Corporation upon the merger of Lewis Homes Management Corp. and Kaufman and Broad Home Corporation in January 1999. He served in that capacity until December 1999. Prior to the merger, Mr. Lewis ran the Nevada operations of the Lewis Homes group of companies and its affiliates for 25 years. He has served as a director for the National Association of Home Builders and as a director and President of the Southern Nevada Home Builders Association from 1987 to 1988. Mr. Lewis served on the Executive Committee of the Nevada Development Authority, served as its Legislative Committee Co-Chairman for a number of years, and was its Secretary from 1995 to 1997. He served as the Chairman of the Las Vegas District Council of the Urban Land Institute from 2002 to 2005 and served on the Clark County Community Growth Task Force from 2004 to 2005. We believe that Mr. Lewis's experience and business expertise give him the qualifications and skills to serve on the board of directors of Station Corp.

Board of Directors

The board of directors of Station Corp. currently consists of five members. In accordance with the amended and restated certificate of incorporation and amended and restated bylaws that will become

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effective upon completion of the Offering, the number of directors on the board of directors of Station Corp. will be determined from time to time by the board of directors of Station Corp. or by shareholder vote. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. At any meeting of the board of directors of Station Corp., except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

The directors will serve for a one-year term. There will be no limit on the number of terms a director may serve on our board of directors. Directors may be removed, with or without cause, upon the affirmative vote of holders of at least a majority of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Our amended and restated certificate of incorporation also provides that any vacancy on the board of directors may be filled by a majority of the directors then in office.

The board of directors of Station Corp. and its committees will have supervisory authority over Station Corp. and Station Holdco.

Director Independence

Under the listing requirements and rules of the , independent directors must comprise a majority of a listed company's board of directors within a specified period of the completion of its initial public offering. In addition, rules require that, subject to specified exceptions, each member of a listed company's audit, compensation and nominating and corporate governance committees be independent. Under rules, a director will only qualify as an "independent director" if such person is not an executive officer or employee of the listed company and, in the opinion of that company's board of directors, that person does not otherwise have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Upon completion of this Offering, we will be a "controlled company" under the rules of the . Under these rules, a company of which more than 50% of the voting power in the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of the board of directors consist of independent directors. Although we expect that a majority of the members of our board of directors will be independent and that our compensation and nominating and corporate governance committees will be comprised entirely of independent directors, in the future we may elect not to comply with certain corporate governance requirements that are not applicable to controlled companies.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

Committees of the Board

Audit

Upon completion of this Offering, our Audit Committee will consist of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. We expect that the board of directors of Station Corp. will determine that Dr. Nave qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K and that each of Dr. Nave and Messrs. Lewis and Cashell

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are "independent" for purposes of Rule 10A-3 of the Securities Exchange Act of 1934 and under applicable listing standards. We expect that the board of directors of Station Corp. will determine that the composition of its Audit Committee satisfies the independence requirements of the SEC and the applicable listing standards.

Our Audit Committee charter will require that the Audit Committee oversee our corporate accounting and financial reporting processes. The primary responsibilities and functions of our Audit Committee will be, among other things, as follows:

•: approve in advance all auditing services, including the provision of comfort letters in connection with securities offerings and various non-audit services permitted by applicable law to be provided to the Company by its independent auditors;
•: evaluate our independent auditor's qualifications, independence and performance;
•: determine and approve the engagement and compensation of our independent auditor;
•: meet with our independent auditor to review and approve the plan and scope for each audit and review and recommend action with respect to the results of such audit;
•: annually evaluate our independent auditor's internal quality-control procedures and all relationships between the independent auditor and the Company which may impact their objectivity and independence;
•: monitor the rotation of partners and managers of the independent auditor, as required;
•: review our consolidated financial statements;
•: review our critical accounting policies and estimates, including any significant changes in the Company's selection or application of accounting principles;
•: review analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements;
•: resolve any disagreements between management and the independent auditor regarding financial reporting;
•: review and discuss with the Company's independent auditor and management the Company's audited financial statements, including related disclosures;
•: discuss with our management and our independent auditor the results of our annual audit and the review of our audited financial statements;
•: establish procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and
•: retain, in its sole discretion, its own separate advisors.

Compensation

Upon completion of this Offering, the compensation committee of Station Corp. will consist of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. We expect that our board of directors will determine that each of these directors is independent under applicable listing standards and qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act.

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Pursuant to its charter, the primary responsibilities and functions of our compensation committee will be, among other things, as follows:

•: evaluate the performance of executive officers in light of certain corporate goals and objectives and determine and approve their compensation packages;
•: recommend to the board of directors new compensation programs or arrangements if deemed appropriate;
•: recommend to the board of directors compensation programs for directors based on the practices of similarly situated companies;
•: counsel management with respect to personnel compensation policies and programs;
•: review and approve all equity compensation plans of the Company;
•: oversee the Company's assessment of any risks arising from its compensation programs and policies likely to have a material adverse effect on the Company;
•: prepare an annual report on executive compensation for inclusion in our proxy statement; and
•: retain, in its sole discretion, its own separate advisors.

Nominating and Corporate Governance

Upon completion of this Offering, the nominating and governance committee of Station Corp. will consist of Dr. James E. Nave, D.V.M., Robert E. Lewis and Robert A. Cashell, Jr. We expect that our board of directors will determine that each of these directors is independent under applicable listing standards and qualifies as a non-employee director for purposes of Rule 16b-3 under the Exchange Act.

Pursuant to its charter, the primary responsibilities and functions of our nominating and corporate governance committee will be, among other things, as follows:

•: establish standards for service on our board of directors and nominating guidelines and principles;
•: identify, screen and review qualified individuals to be nominated for election to our board of directors and to fill vacancies or newly created board positions;
•: assist the board of directors in making determinations regarding director independence as well as the financial literacy and expertise of Audit Committee members and nominees;
•: establish criteria for committee membership and recommend directors to serve on each committee;
•: consider and make recommendations to our board of directors regarding its size and composition, committee composition and structure and procedures affecting directors;
•: conduct an annual evaluation and review of the performance of existing directors;
•: review and monitor compliance with, and the effectiveness of, the Company's Corporate Governance Guidelines and its Code of Business Conduct and Ethics;
•: monitor our corporate governance principles and practices and make recommendations to our board of directors regarding governance matters, including the certificate of incorporation, our bylaws and charters of our committees; and
•: retain, in its sole discretion, its own separate advisors.

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Other Committees

Our board of directors may establish other committees as it deems necessary or appropriate from time to time.

Board Leadership Structure

Our current leadership structure permits the roles of Chairman of the Board and Chief Executive Officer to be filled by the same or different individuals. Frank J. Fertitta III will serve as Chairman of the board of directors and Chief Executive Officer of Station Corp. Our board of directors has determined this structure to be in the best interests of the Company and its stockholders at this time due to Mr. Fertitta's extensive knowledge of the Company and the gaming industry, as well as fostering greater communication between our management and the board of directors.

Furthermore, Dr. James E. Nave, D.V.M. will serve as our lead independent director. As the board's lead independent director, Dr. Nave will hold a critical role in assuring effective corporate governance and in managing the affairs of our board of directors. Among other responsibilities, Dr. Nave will:

•: preside over executive sessions of the board of directors and over board meetings when the Chairman of the Board is not in attendance;
•: consult with the Chairman of the Board and other board members on corporate governance practices and policies, and assume the primary leadership role in addressing issues of this nature if, under the circumstances, it is inappropriate for the Chairman of the Board to assume such leadership;
•: meet informally with other outside directors between board meetings to assure free and open communication within the group of outside directors;
•: assist the Chairman of the Board in preparing the board agenda so that the agenda includes items requested by non-management members of our board of directors;
•: administer the annual board evaluation and reporting the results to the Nominating and Corporate Governance Committee; and
•: assume other responsibilities that the non-management directors might designate from time to time.

The board of directors will periodically review the leadership structure and may make changes in the future.

Board Risk Oversight

The board of directors will be actively involved in oversight of risks that could affect the Company. The board of directors expects to satisfy this responsibility through full reports by each committee chair (principally, the Audit Committee chair) regarding such committee's considerations and actions, as well as through regular reports directly from the officers responsible for oversight of particular risks within the Company.

The Audit Committee will be primarily responsible for overseeing the risk management function at the Company on behalf of the board of directors. In carrying out its responsibilities, the Audit Committee will work closely with management. The Audit Committee will meet at least quarterly with members of management and, among things, receive an update on management's assessment of risk exposures (including risks related to liquidity, credit and operations, among others). The Audit Committee chair will provide periodic reports on risk management to the full board of directors.

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In addition to the Audit Committee, the other committees of the board of directors will consider the risks within their areas of responsibility. For example, the Compensation Committee will consider the risks that may be implicated by the Company's executive compensation programs. The Company does not believe that risks relating to its compensation policies and practices are reasonably likely to have a material adverse effect on the Company.

Code of Ethics and Business Conduct

The board of directors will adopt a Code of Business Conduct and Ethics (the "Code of Ethics") that is applicable to all directors, employees and officers of the Company. The Code of Ethics will constitute the Company's "code of ethics" within the meaning of Section 406 of the Sarbanes-Oxley Act. The Company intends to disclose future amendments to certain provisions of the Code of Ethics, or waivers of such provisions applicable to the Company's directors and executive officers, on the Company's website at www.sclv.com.

The Code of Ethics will be available on the Company's website at www.sclv.com. In addition, printed copies of the Code of Ethics will be available upon written request to Investor Relations, Station Casinos Corp., 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. None of the Company's named executive officers (as set forth under "Executive Compensation") has ever served as a director or member of the Compensation Committee (or other board committee performing equivalent functions) of another entity, one of whose executive officers served in either of those capacities for the Company.

Stockholder Communications with the Board of Directors

Stockholders may send communications to our board of directors by writing to Station Casinos Corp., 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135, Attention: Board of Directors.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the material elements of the compensation of each of our executive officers as of December 31, 2014 identified below, whom we refer to as our "Named Executive Officers":

•: Frank J. Fertitta III, Chairman of the Board and Chief Executive Officer;
•: Stephen L. Cavallaro, Executive Vice Chairman;
•: Richard J. Haskins, President;
•: Marc J. Falcone, Executive Vice President, Chief Financial Officer and Treasurer; and
•: Daniel J. Roy, Executive Vice President and Chief Operating Officer.

During 2014, all of our Named Executive Officers other than Mr. Roy were employees of Fertitta Entertainment (the "FE NEOs"). The FE NEOs were not compensated directly by the Company; however, they received compensation for services as our executive officers from Fertitta Entertainment, to whom we paid management fees. See "Certain Relationships and Related Transactions" for additional information about our management relationship with affiliates of Fertitta Entertainment. As a result of the management arrangements, the compensation of the FE NEOs was determined exclusively by Fertitta Entertainment and we did not influence the determination of the amount or elements of such compensation. Accordingly, we did not have an executive compensation program for the FE NEOs. However, in connection with this Offering, we expect to acquire all of the outstanding membership interests of Fertitta Entertainment. Upon consummation of the Fertitta Entertainment Acquisition, we expect to enter into new employment agreements with the FE NEOs. See "Looking Ahead: Post-IPO Compensation" for additional information about our current post-IPO compensation intentions.

In anticipation of this Offering, we designated Mr. Roy as an executive officer of the Company. Prior to such designation, our board of directors determined Mr. Roy's compensation in a manner consistent with Mr. Roy's employment agreement and generally consistent with compensation paid to similarly situated Company executives. In connection with this Offering, we expect to enter into a new employment agreement with Mr. Roy. See "Looking Ahead: Post-IPO Compensation" for additional information about our current post-IPO compensation intentions.

Set forth below is information about all compensation for services rendered to us or our subsidiaries by the FE NEOs in all capacities pursuant to the management agreements and compensation paid by the Company to Mr. Roy, in each case for the years ended December 31, 2014, 2013 and 2012.

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SUMMARY COMPENSATION TABLE

The following table sets forth information regarding compensation paid by Fertitta Entertainment to the FE NEOs and by Station LLC to Mr. Roy for services rendered to us in all executive capacities during the years ended December 31, 2014, 2013 and 2012.

Name and Principal Position		Salary($)(b)		Bonus ($)(c)		Stock Awards ($)(d)		Option Awards ($)(e)		All Other Compensation ($)(f)		Total ($)

Frank J. Fertitta III	2014	$	1,000,000	$	1,000,000	$	—	$	—	$	527,433	$	2,527,433
Chairman of the Board	2013		1,000,000		1,000,000		—		—		394,500		2,394,500
and Chief Executive Officer	2012		1,000,000		1,000,000		—		—		444,149		2,444,149
Stephen L. Cavallaro	2014		1,031,698		1,205,402		—		—		61,941		2,299,041
Executive Vice Chairman	2013		1,030,493		1,000,000		9,666,034		—		51,309		11,747,836
	2012		219,484		750,000		—		—		41,057		1,010,541
Richard J. Haskins	2014		503,846		500,000		—		—		14,200		1,018,046
President	2013		521,586		500,000		—		—		17,900		1,039,486
	2012		518,846		375,000		—		—		16,010		909,856
Marc J. Falcone	2014		503,846		500,000		—		—		26,803		1,030,649
Executive Vice President,	2013		529,011		500,000		—		—		34,924		1,063,935
Chief Financial Officer and	2012		537,692		375,000		—		—		120,018		1,032,710
Treasurer
Daniel J. Roy(a)	2014		500,000		400,000		—		—		20,598		920,598
Executive Vice President and	2013		373,558		300,000		927,902		—		414		1,601,874
Chief Operating Officer

(a): Mr. Roy commenced employment in February 2013.
(b): Amounts shown are salary amounts earned without consideration as to the year of payment.
(c): Amounts represent bonuses earned without consideration as to the year of payment.
(d): Amount reflects the full grant date fair value of the FI Station Investor profit units, Fertitta Entertainment profit units or Station Holdco profit units, as applicable, granted during 2013 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The assumptions used in the valuation of such awards are set forth in Note 15 to the audited combined financial statements included in this prospectus. See the discussion under the caption "Equity Based Compensation" for a discussion of equity incentives granted to the Named Executive Officers.
(e): See the discussion under the caption "Equity Based Compensation" for a discussion of equity incentives granted to the Named Executive Officers.

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(f): All Other Compensation for 2014 consisted of the following:

Benefits and Perquisites ($)	Frank J. Fertitta III			Stephen L. Cavallaro		Richard J. Haskins		Marc J. Falcone			Daniel J. Roy

Life insurance	$	216,890		$	26,005	$	2,700	$	4,005		$	13,557
Executive medical		123,397			32,536		3,500		13,101			7,041
Tax preparation services		—			3,400		8,000		5,200			—
Other		187,146	(i)		—		—		4,497	(ii)		—

Total	$	527,433		$	61,941	$	14,200	$	26,803		$	20,598

(i): Represents personal use of aircraft leased by Fertitta Entertainment.
(ii): Represents security services.

Discussion of Summary Compensation Table

The annual base salary for each FE NEO other than Frank J. Fertitta III is set forth in his employment agreement with Fertitta Entertainment. Mr. Fertitta does not have an employment agreement with Fertitta Entertainment. The base salary for each of the FE NEOs is reviewed on an annual basis and is subject to adjustment (for increase but not for decrease) based on an evaluation of the executive's performance. Actual base salary amounts, stock awards, cash bonus awards and other compensation for 2014 were determined by Fertitta Entertainment's managing members. The annual base salary for Mr. Roy is set forth in his employment agreement with the Company. Mr. Roy's base salary is reviewed on an annual basis and is subject to increase based on an evaluation of Mr. Roy's performance. Mr. Roy's actual base salary, stock awards, cash bonus awards and other compensation for 2014 were determined by our board of directors in a manner consistent with Mr. Roy's employment agreement and generally consistent with compensation paid to similarly situated Company executives.

The base salaries, stock awards, cash bonus awards and other compensation that were awarded to each Named Executive Officer during the years ended December 31, 2014, 2013 and 2012 are detailed in the above tables. A description of the material terms of the Named Executive Officers' employment agreements is set forth below.

Fertitta Entertainment entered into employment agreements with Mr. Cavallaro on October 10, 2012, with Mr. Falcone on October 29, 2009, and with Mr. Haskins as of June 16, 2011 (collectively, the "FE NEO Employment Agreements"). All of the FE NEO Employment Agreements have five-year terms, but are subject to automatic three-year extensions unless Fertitta Entertainment or the FE NEO who is party thereto gives notice at least 30 days prior to the end of the then-current term or unless the employment agreement is otherwise terminated pursuant to the terms of such agreement. The FE NEO Employment Agreements do not prohibit the FE NEOs from engaging in charitable and community affairs or managing personal investments during the term of their employment.

Each FE NEO Employment Agreement provides for a base salary (to be reviewed annually for increase but not decrease) and an annual cash bonus to be based on the FE NEO's performance and to be determined by Fertitta Entertainment's managing members. The annual base salary for the FE NEOs as provided in the employment agreements with Fertitta Entertainment is $1,000,000 for Mr. Cavallaro, $500,000 for Mr. Falcone and $500,000 for Mr. Haskins. The base salary for Messrs. Falcone and Haskins was increased to $600,000 per year in December 2014. The employment agreements for each of Messrs. Cavallaro, Falcone and Haskins provide for a target bonus of 100% of such executive's annual base salary; provided, however, that Mr. Cavallaro's employment agreement provides for a guaranteed bonus of $1,000,000 for each of 2013 and 2014.

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The FE NEO Employment Agreements provide that the FE NEOs are also entitled to certain other benefits and perquisites in addition to those made available to Fertitta Entertainment's management generally. Perquisites include, but are not limited to, four weeks of vacation per year for Messrs. Falcone and Haskins and five weeks of vacation per year for Mr. Cavallaro.

The Company entered into an employment agreement with Mr. Roy on January 1, 2014. Mr. Roy's employment agreement provides for a five-year term, subject to automatic one-year extensions unless either party gives notice at least 30 days prior to the end of the then-current term or unless the employment agreement is otherwise terminated pursuant to its terms.

Mr. Roy's employment agreement provides for a base salary (to be reviewed annually and which may be increased) and an annual bonus, pursuant to our discretionary bonus plan, with a target amount equal to 100% of Mr. Roy's annual base salary. Mr. Roy's actual annual bonus amount is based upon the achievement of certain goals and objectives, as well as our overall performance. Mr. Roy's employment agreement entitles him to certain other benefits and perquisites in addition to those made available to our salaried employees generally. Perquisites for Mr. Roy include, but are not limited to, four weeks of vacation per year.

For a discussion of the benefits to be paid to the Named Executive Officers upon termination of their Employment Agreements, please see the section entitled "Potential Payments Upon Termination of Employment" below.

Equity-Based Compensation

Following the consummation of the Restructuring Transactions, long-term incentive compensation was provided to the FE NEOs in the form of an indirect interest in non-voting limited liability company membership interests in Fertitta Entertainment and FI Station Investor. The purpose of the indirect interest in membership interests of Fertitta Entertainment (the "FE Profit Units") and FI Station Investor (the "FI Profit Units" and, together with the FE Profit Units, the "FE NEO Profit Units") is to allow certain officers and members of our management to participate in our long-term growth and financial success through indirect ownership of an interest in Fertitta Entertainment, the manager of our properties, and FI Station Investor, an indirect owner of a majority equity interest in the Company. Each FE NEO (with the exception of Mr. Fertitta) has received an award of FE Profit Units and FI Profit Units.

The FE Profit Units held by Messrs. Haskins and Falcone have vested. The FI Profit Units held by each of the FE NEOs (other than Mr. Cavallaro) vest in four equal annual installments beginning on October 28, 2012 and on each of the first three anniversaries thereof. The FE NEO Profit Units held by Mr. Cavallaro became fully vested on October 10, 2015. Vesting of unvested FE NEO Profit Units will be accelerated upon certain change-of-control events. Unvested FE NEO Profit Units are subject to forfeiture upon termination of employment of the holder thereof. Vested FE NEO Profit Units are subject to call rights of Fertitta Entertainment or FI Station Investor, as applicable, in the event of termination of employment of the holder thereof for any reason, and subject to forfeiture in the event of termination of employment of the holder for specified acts or violations of employment agreements. The FE Profit Units permit the holders thereof to participate in distributions made by Fertitta Entertainment following the return of capital contributions to the holders of common units of Fertitta Entertainment and will be purchased by Station LLC along with all other equity interests in Fertitta Entertainment in connection with the Fertitta Entertainment Acquisition. The FI Profit Units permit the holders thereof to participate in distributions made by FI Station Investor following the return of capital contributions and a return on investment of 15% per annum to the holders of common units of FI Station Investor. The FE Profit Units and FI Profit Units held by the FE NEOs as of December 31, 2014 represented approximately 7.5% and 6.1% of the total outstanding units in Fertitta Entertainment and FI Station Investor, respectively.

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Long-term incentive compensation is provided to Mr. Roy in the form of an indirect interest in Station Holdco profits interests granted pursuant to the Station Holdco LLC Amended and Restated Profit Units Plan (the "Station Profit Units Plan"). The purpose of the Station Holdco profit units is to allow certain officers and members of our management to participate in our long-term growth and financial success through direct or indirect ownership of an interest in Station Holdco.

Pursuant to the Station Profit Units Plan, Mr. Roy was granted 504,392 Station Holdco profit units on April 25, 2013 (which are scheduled to vest 25% on the first four anniversaries of January 24, 2013) and 250,000 Station Holdco profit units on July 31, 2013 (which are scheduled to vest 25% on the first four anniversaries of the grant date). Pursuant to the Station Profit Units Plan, unvested Station Holdco profit units will immediately vest upon a "Change of Control" (as such term is defined in the Station Profit Units Plan). Unvested Station Holdco profit units are subject to forfeiture upon termination of employment of the holder thereof. Vested Station Holdco profit units are subject to call rights of Station Holdco in the event of termination of employment of the holder thereof.

OUTSTANDING EQUITY AWARDS

The following table sets forth information concerning all unvested equity-based awards held by the Named Executive Officers as of December 31, 2014.

	Profit Unit Awards

Name	Number of Profit Units That Have Not Vested (#)(a)			Market Value of Profit Units That Have Not Vested ($)(b)
Frank J. Fertitta III		—			—
Stephen L. Cavallaro(1)		1,500	FE		2,143,500
		2,709,351	FI		5,383,687
Richard J. Haskins(2)		500	FE		714,500
		1,128,897	FI		2,445,301
Marc J. Falcone(3)		—	FE		—
		1,128,897	FI		2,445,301
Daniel J. Roy(4)		565,794	Station		1,148,333
			Holdco

(a)

Represents indirect interest in profit units of Fertitta Entertainment, FI Station Investor or Station Holdco, as applicable.

(1): Mr. Cavallaro's unvested awards vested on October 10, 2015.
(2): Mr. Haskins' unvested FE Profit Units vested on June 15, 2015 and unvested FI Profit Units vested on October 28, 2015.
(3): Mr. Falcone's unvested awards vested on October 28, 2015.
(4): 126,098 of Mr. Roy's unvested awards vested on January 24, 2015, and 62,500 of Mr. Roy's unvested awards vested on July 31, 2015. 126,098 of Mr. Roy's unvested awards will vest on each of January 24, 2016 and January 24, 2017, and 62,500 of Mr. Roy's unvested awards will vest on each of July 31, 2016 and July 31, 2017.
: All vesting is conditioned upon the applicable Named Executive Officer being an employee of Fertitta Entertainment or an affiliate of Fertitta Entertainment on the vesting date in the case of the FE NEO Profit Units, or Station LLC or its affiliates in the case of the Station Holdco profit units.

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(b): The market value per Profit Unit was determined based on the value of the Company implied by the purchase price of warrants exercisable for limited liability company interests in Station Holdco in an arm's-length transaction consummated in December 2014.

PROFIT UNITS VESTED DURING 2014

The following table sets forth information concerning the vesting of profit unit awards during the year ended December 31, 2014:

	Profit Unit Awards

Name	Number of Profit Units Acquired on Vesting (#)(a)			Value Realized on Vesting ($)(b)
Frank J. Fertitta III		—			—
Stephen L. Cavallaro		750	FE		1,071,750	(c)
		1,354,676	FI		2,691,844
Richard J. Haskins		500	FE		714,500
		1,128,896.5	FI		2,445,301
Marc. J. Falcone		500	FE		714,500
		1,128,896.5	FI		2,445,301
Daniel J. Roy		188,598	Station		382,778
			Holdco

(a): Represents the vesting of FE Profit Units, FI Profit Units or Station Holdco profit units, as applicable.
(b): The market value per Profit Unit was determined based on the value of the Company implied by the purchase price of warrants exercisable for limited liability company interests in Station Holdco in an arm's-length transaction consummated in December 2014.
(c): Represents the aggregate dollar amount realized on transfer of FE Profit Units to Fertitta Entertainment during the year ended December 31, 2014.

Potential Payments upon Termination of Employment Or Change In Control

FE NEO Employment Agreements

Each of the FE NEOs (other than Frank J. Fertitta III) is party to an employment agreement that requires Fertitta Entertainment to make payments and provide benefits to such FE NEO upon the termination of his employment with Fertitta Entertainment under various scenarios. The FE NEO Employment Agreements do not provide for any additional payments or benefits under a voluntary termination of employment by the FE NEO or involuntary termination by Fertitta Entertainment for "Cause" (as defined in the applicable FE NEO Employment Agreement). Under those scenarios, the FE NEOs are only entitled to their accrued and unpaid obligations, such as salary. The Company is not required to make any payments to the FE NEOs upon termination of employment by Fertitta Entertainment.

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A description of the payments and benefits that Fertitta Entertainment is required to provide to the FE NEOs under their FE NEO Employment Agreements upon various termination events is set forth below.

Employment Agreement with Mr. Roy

Mr. Roy is party to an employment agreement that requires the Company to make payments and provide benefits to Mr. Roy upon the termination of his employment with us under various scenarios. Mr. Roy's employment agreement does not provide for any additional payments or benefits under a voluntary termination of employment by Mr. Roy or involuntary termination by us for "Cause" (as defined in Mr. Roy's employment agreement). Under those scenarios, Mr. Roy is only entitled to his accrued and unpaid obligations, such as salary and any annual bonus awarded but not yet paid. A description of the payments and benefits that we are required to provide to Mr. Roy under his employment agreement upon various termination events is set forth below.

Termination as a Result of Death or Disability

In the event that an FE NEO (other than Frank J. Fertitta III) or Mr. Roy is terminated as a result of his death or disability, he or his legal representative will receive all salary due to the Named Executive Officer under his employment agreement as of the date of his death or disability. In addition, the Named Executive Officer or his legal representative will receive any compensation accrued and payable as of the date of death or disability.

Termination Without Cause

In the event an FE NEO (other than Frank J. Fertitta III) or Mr. Roy is terminated without Cause, other than due to death or disability, the Named Executive Officer will receive an amount equal to his base salary, paid over a period of 12 months in equal installments after the date of termination of his employment, and continuation (or, in the case of Mr. Roy, reimbursement for the COBRA continuation cost) of medical insurance for 12 months. In addition, each FE NEO (other than Frank J. Fertitta III) will receive a pro-rata portion of the annual bonus for the year in which he is terminated.

Payments Upon Change in Control

Upon the occurrence of a change of control of the Company, the FI Profit Units held by the FE NEOs will immediately vest. The vesting schedule of the FE Profit Units is not affected by a change of control of the Company. All of the FE Profit Units held by Messrs. Falcone, Cavallaro and Haskins are vested. All of the remaining unvested FI Profit Units held by the FE NEOs vested in October 2015. Pursuant to the Station Profit Units Plan, all unvested Station Holdco profit units will immediately vest upon a "Change of Control" (as such term is defined in the Station Profit Units Plan).

Looking Ahead: Post-IPO Compensation

Retention of a Compensation Consultant

Prior to this Offering, we retained Pay Governance LLC, a compensation consulting firm, to evaluate our compensation programs and to provide guidance with respect to developing and implementing our compensation philosophy and programs as a public company.

Profit Units

Holders of profit units issued by Station Holdco, all of whom are current or former employees of the Company, will receive restricted shares of Class A Common Stock issued pursuant to the terms our new Station Casinos Corp. 2015 Equity Incentive Plan in substitution for such profit units. As of

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September 30, 2015, an aggregate of 10,177,605 Station Holdco profit units were outstanding. Pursuant to the terms of the Station Holdco Amended and Restated Profit Units Plan, an aggregate of restricted shares of Class A Common Stock will be substituted for the outstanding Station Holdco profit units (assuming an initial public offering price of $ per share, the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the number of restricted shares of Class A Common Stock issuable in substitution for the profit units by shares.

2015 Equity Incentive Plan

We intend to adopt the Station Casinos Corp. 2015 Equity Incentive Plan (the "Equity Incentive Plan").

Purpose

The Equity Incentive Plan authorizes the Compensation Committee, or another committee designated by the Board and made up of two or more eligible directors (as applicable, the "Committee"), to provide equity-based or other incentive-based compensation for the purpose of attracting and retaining directors, employees and certain consultants and providing our directors, employees and such consultants incentives and rewards for superior performance.

The Equity Incentive Plan is designed to comply with the requirements of applicable federal and state securities laws, and the Internal Revenue Code of 1986, as amended (the "Code"), including allowing us to issue awards that may comply with the performance-based exclusion from the deduction limitations under Section 162(m) of the Code.

Shares Subject to the Equity Incentive Plan

The Board intends to authorize the issuance of shares of our Class A Common Stock in connection with awards pursuant to the Equity Incentive Plan, which represents 10% of total number of outstanding shares of Class A Common Stock determined on an as-exchanged basis. No more than of the total number of shares available for issuance under the Equity Incentive Plan may be issued upon the exercise of incentive stock options (ISOs). The number of shares with respect to awards (including options and stock appreciation rights (SARs)) that may be granted under the Equity Incentive Plan to any individual participant in any single fiscal year may not exceed shares (with grants to non-employee directors limited to shares), and the maximum number of shares that may be paid to any individual participant in connection with awards intended to qualify as "performance-based compensation" under Section 162(m) of the Code in respect of a single calendar year (including as a portion of the applicable performance period) may not exceed shares (or the cash equivalent of such shares), each as subject to potential adjustment as described in the Equity Incentive Plan.

Any shares of our Class A Common Stock covered by an award granted under the Equity Incentive Plan, which for any reason is canceled, forfeited or expires or is settled in cash, will again be available for awards under the Equity Incentive Plan. In addition, (i) shares not issued or delivered as a result of the net settlement of an outstanding stock option or SAR (ii) shares used to pay the exercise price or withholding taxes related to an outstanding award, and (iii) shares repurchased by the Company using proceeds realized by the Company in connection with a participant's exercise of an option or SAR, will again become available for grant.

Subject to the Equity Incentive Plan's share counting rules, Class A Common Stock covered by awards granted under the Equity Incentive Plan will not be counted as used unless and until the shares are actually issued or transferred. However, shares issued or transferred under awards granted under the Equity Incentive Plan in substitution for or conversion of, or in connection with an assumption of,

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stock options, SARs, restricted stock, restricted stock units (RSUs) or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added back to) the aggregate share limit or other Equity Incentive Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Equity Incentive Plan, under circumstances further described in the Equity Incentive Plan, but will not count against the aggregate share limit or other Equity Incentive Plan limits described above. The various limits described above are subject to potential adjustment as described in the Equity Incentive Plan.

Equity Incentive Plan Administration

The Equity Incentive Plan is administered by the Committee. The Committee generally may select eligible employees to whom awards are granted, determine the types of awards to be granted and the number of shares covered by awards and set the terms and conditions of awards. The Committee's determinations and interpretations under the Equity Incentive Plan will be binding on all interested parties. The Committee may delegate to a subcommittee or to officers certain authority with respect to the granting of awards other than awards to certain officers and directors as specified in the Equity Incentive Plan.

Eligibility

Awards may be granted by the Committee to any of our employees or certain qualifying consultants, or to employees or certain qualifying consultants of our affiliates, or non-employee directors who are members of our Board or the board of directors of our affiliates; provided that ISOs may only be granted to our employees or employees of our parents or subsidiaries.

No Repricing Without Shareholder Approval

Except in connection with a corporate transaction or other adjustment event described in the Equity Incentive Plan, repricing of underwater options and SARs is prohibited without stockholder approval under the Equity Incentive Plan.

Types of Awards Under the Equity Incentive Plan

Stock Options. Option rights may be granted that entitle the optionee to purchase shares of our Class A Common Stock at a price not less than (except with respect to Substitute Awards described below) fair market value at the date of grant, and may be ISOs, nonqualified stock options, or combinations of the two. Stock options granted under the Equity Incentive Plan will be subject to such terms and conditions, including exercise price and conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement. Payment in respect of the exercise of an option granted under the Equity Incentive Plan may be made (i) in cash or its equivalent, or (ii) in the discretion of the Committee, by exchanging shares owned by the optionee (which are not the subject of any pledge or other security interest and which have been owned by such optionee for at least six months), or (iii) in the discretion of the Committee and subject to such rules as may be established by the Committee and applicable law, either through delivery of irrevocable instructions to a broker to sell the shares being acquired upon exercise of the option and to deliver promptly to us an amount equal to the aggregate exercise price; or (iv) in the discretion of the Committee and subject to any conditions or limitations established by the Committee and applicable law, by having us withhold from shares otherwise deliverable an amount equal to the aggregate option exercise price, or (v) by a combination of the foregoing, or (vi) by such other methods as may be approved by the Committee and subject to such rules as may be established by the Committee and applicable law, provided that the combined value of all cash and cash equivalents and the fair market

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value of such shares so tendered to us or withheld as of the date of such tender or withholding is at least equal to the aggregate exercise price of the option. No stock option may be exercisable more than 10 years from the date of grant.

Stock Appreciation Rights. SARs granted under the Equity Incentive Plan will be subject to such terms and conditions, including grant price and the conditions and limitations applicable to exercise thereof, as may be determined by the Committee and specified in the applicable award agreement. SARs may be granted in tandem with another award, in addition to another award, or freestanding and unrelated to another award. A SAR will entitle the participant to receive an amount equal to the excess of the fair market value of a share on the date of exercise of the SAR over the grant price thereof (which may not be (except with respect to Substitute Awards described below) less than fair market value on the date of grant). The Committee, in its sole discretion, will determine whether a SAR will be settled in cash, shares or a combination of cash and shares. No SAR may be exercisable more than 10 years from the date of grant.

Restricted Stock and Restricted Stock Units. Restricted stock and RSUs granted under the Equity Incentive Plan will be subject to such terms and conditions, including the duration of the period during which, and the conditions, if any, under which, the restricted stock and restricted stock units may vest and/or be forfeited to us, as may be determined by the Committee in its sole discretion. Each RSU will have a value equal to the fair market value of a share of our Class A Common Stock. RSUs will be paid in cash, shares, other securities or other property, as determined by the Committee in its sole discretion, upon or after the lapse of the restrictions applicable thereto or otherwise in accordance with the applicable award agreement. Dividends paid on any Restricted Stock or dividend equivalents paid on any RSUs will be paid directly to the participant, withheld by us subject to vesting of the Restricted Stock or RSUs under the terms of the applicable award agreement, or may be reinvested in additional Restricted Stock or in additional RSUs, as determined by the Committee in its sole discretion.

Performance Awards. Performance awards granted under the Equity Incentive Plan will consist of a right which is (i) denominated in cash or shares, (ii) valued, as determined by the Committee, in accordance with the achievement of such performance goals during such performance periods as the Committee will establish, and (iii) payable at such time and in such form as the Committee will determine. Subject to the terms of the Equity Incentive Plan and any applicable award agreement, the Committee will determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any performance award and the amount and kind of any payment or transfer to be made pursuant to any performance award. Performance awards may be paid in a lump sum or in installments following the close of the performance period (as set forth in the applicable award agreement) or, in accordance with procedures established by the Committee, on a deferred basis. The Committee may require or permit the deferral of the receipt of performance awards upon such terms as the Committee deems appropriate and in accordance with Section 409A of the Code.

Other Stock-Based Awards. In addition to the foregoing types of awards, the Committee will have authority to grant to participants an "other stock-based award" (as defined in the Equity Incentive Plan), which will consist of any right which is (i) not a stock option, SAR, restricted stock or RSU or performance award and (ii) an award of shares or an award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, shares of our Class A Common Stock (including, without limitation, securities convertible into shares of our Class A Common Stock), as deemed by the Committee to be consistent with the purposes of the Equity Incentive Plan; provided that any such rights must comply, to the extent deemed desirable by the Committee, with Rule 16b-3 and applicable law. Subject to the terms of the Equity Incentive Plan and any applicable award agreement, the Committee will determine the terms and conditions of any such other stock-based

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award, including the price, if any, at which securities may be purchased pursuant to any other stock-based award granted under the Equity Incentive Plan.

Dividend Equivalents. In the sole discretion of the Committee, an award, whether made as another stock-based award or as any other type of award issuable under the Equity Incentive Plan (other than options or SARs), may provide the participant with the right to receive dividends or dividend equivalents, payable in cash, shares, other securities or other property and on a current or deferred basis. However, for awards with respect to which any applicable performance criteria or goals have not been achieved, dividends and dividend equivalents may be paid only on a deferred basis, to the extent the underlying award vests.

Performance Criteria

The Equity Incentive Plan requires that the Committee establish measurable "Performance Criteria" for purposes of any award under the Plan that is intended to qualify as "performance-based compensation" under Section 162(m) of the Code. The Performance Criteria that will be used to establish such performance goal(s) will be based on one or more, or a combination of, the following: (i) return on net assets; (ii) pretax income before allocation of corporate overhead and bonus; (iii) budget; (iv) net income; (v) division, group or corporate financial goals; (vi) return on stockholders' equity; (vii) return on assets; (viii) return on capital; (ix) revenue; (x) profit margin; (xi) earnings per Share; (xii) net earnings; (xiii) operating earnings; (xiv) free cash flow; (xv) attainment of strategic and operational initiatives; (xvi) appreciation in and/or maintenance of the price of the Shares or any other publicly-traded securities of the Company; (xvii) market share; (xviii) gross profits; (xix) earnings before interest and taxes; (xx) earnings before interest, taxes, depreciation and amortization; (xxi) operating expenses; (xxii) capital expenses; (xxiii) enterprise value; (xxiv) equity market capitalization; (xxv) economic value-added models and comparisons with various stock market indices; or (xxvi) reductions in costs. To the extent required under Section 162(m) of the Code, the Committee will, not later than the 90 ^th day of a performance period (or, if longer, within the maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such performance period. Performance awards can be granted that either are intended to or not intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

Amendments

The Board may amend the Equity Incentive Plan from time to time without further approval by our stockholders, except where (i) the amendment would materially increase the benefits accruing to participants under the Equity Incentive Plan, (ii) the amendment would materially increase the number of securities which may be issued under the Equity Incentive Plan, or (iii) stockholder approval is required by applicable law or securities exchange rules and regulations, and provided that no such action that would materially impair the rights of any participant with respect to awards previously granted under the Equity Incentive Plan will be effective without the participant's consent.

Transferability

Each award, and each right under any award, will be exercisable only by the participant during the participant's lifetime, or, if permissible under applicable law, by the participant's guardian or legal representative, and no award may be sold, assigned, pledged, attached, alienated or otherwise transferred or encumbered by a participant, other than by will or by the laws of descent and distribution, and any such purported sale, assignment, pledge, attachment, alienation, transfer or encumbrance will be void and unenforceable against us or any affiliate; provided that the designation of a beneficiary will not constitute a sale, assignment, pledge, attachment, alienation, transfer or encumbrance. In no event will any award granted under the Equity Incentive Plan be transferred for

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value. However, the Committee may permit the transferability of an award under the Equity Incentive Plan by a participant to certain members of the participant's immediate family or trusts for the benefit of such persons or other entities owned by such persons.

Adjustments

The number and kind of shares covered by outstanding awards and available for issuance or transfer (and Equity Incentive Plan limits) under the Equity Incentive Plan and, if applicable, the prices per share applicable thereto, are subject to adjustment in the event of dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of ours, issuance of warrants or other rights to purchase our shares or other securities, or other corporate transaction or event. In the event of any such transaction, the Committee may, in its discretion, adjust to prevent dilution or enlargement of benefits (i) the number of our shares or other securities (or number and kind of other securities or property) with respect to which awards may be granted, (ii) the number of our shares or other securities of (or number and kind of other securities or property) subject to outstanding awards, and (iii) the grant or exercise price with respect to any award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding award in consideration for the cancellation of such award, which, in the case of options and SARs will equal the excess, if any, of the fair market value of the shares subject to such options or SARs over the aggregate exercise price or grant price of such options or SARs. However, such adjustment to the Equity Incentive Plan limits will be made only if and to the extent that such adjustment would not cause any ISO to fail to so qualify.

Change of Control

Unless a replacement award (as defined in the Equity Incentive Plan) is provided to the participant and unless otherwise (i) determined by the Committee at the date of grant, or (ii) set forth in the applicable award agreement, in the event of a Change in Control (as defined in the Equity Incentive Plan), each then outstanding option and SAR will become fully vested and exercisable and the restrictions applicable to each outstanding restricted stock award, RSU, performance award or other stock-based award will lapse and the award will be fully vested (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting). Unless otherwise provided in the Equity Incentive Plan, and at the discretion of the Committee, a spin-off of a division or subsidiary of the Company to its stockholders will not constitute a Change in Control.

With respect to a replacement award held by a participant during the two year period after a Change in Control, upon the termination of employment or service by the Company without Cause or termination of employment by the participant for Good Reason (each, as defined in the Equity Incentive Plan, unless otherwise defined in an applicable award agreement or individual employment, severance, or similar agreement) (an "Involuntary Termination"), (i) all Replacement Awards held by the participant will become fully vested and, if applicable, exercisable and free of restrictions (with any applicable performance goals deemed to have been achieved at a target level as of the date of such vesting), and (ii) all options and SARs held by the participant immediately before such termination of employment that the participant also held as of the date of the Change in Control or that constitute Replacement Awards will remain exercisable for a period of 90 days following the Involuntary Termination or until the expiration of the stated term of the option or SAR, whichever period is shorter (subject to any longer period of exercisability that may be provided in the applicable award agreement).

Unless otherwise provided in the Equity Incentive Plan or an award agreement, to the extent any Equity Incentive Plan or award agreement provision would cause a payment of deferred compensation upon a Change in Control or termination of service that is subject to Section 409A of the Code, then

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payment will not be made unless the provisions comply with Section 409A of the Code. Any payment that would have been made but for the application of the preceding sentence will be made in accordance with the payment schedule that would have applied in the absence of a Change in Control or termination of employment or service, but disregarding any future service or performance requirements.

Withholding Taxes

A participant may be required to pay to us, and, subject to Section 409A of the Code, we will have the right and are authorized to withhold from any award, from any payment due or transfer made under any award or under the Plan or from any compensation or other amount owing to a participant the amount (in cash, shares, other securities, other awards or other property) of any applicable withholding taxes in respect of an award, its exercise, or any payment or transfer under an award or under the Equity Incentive Plan and to take such other action as may be necessary in our opinion to satisfy all obligations for the payment of such taxes. In the discretion of the Committee and subject to such rules as the Committee may adopt and applicable law, a participant may satisfy, in whole or in part, the withholding liability by delivery of shares owned by the participant (which are not subject to any pledge or other security interest and which have been owned by the participant for at least six months) with a fair market value equal to such withholding liability or by having us withhold from the number of shares otherwise issuable upon the occurrence of a vesting event a number of shares with a fair market value equal to such withholding liability.

Detrimental Activity and Recapture Provisions

Any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment of any gain related to an award, or other provisions intended to have a similar effect, upon terms and conditions determined by the Committee, if a participant, either during (i) his or her employment or other service with us or an affiliate or (ii) within a specific period after termination of employment or service, engages in any "detrimental activity" (as defined in such award agreement). In addition, any award agreement may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to us of any gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time or under Section 10D of the Exchange Act, or the rules of any national securities exchange or national securities association on which our Class A Common Stock is traded.

Termination

No grant will be made under the Equity Incentive Plan more than 10 years after the date on which the Equity Incentive Plan is approved by the Board, but all grants made on or prior to such date will continue in effect thereafter subject to the terms thereof and of the Equity Incentive Plan.

Registration on Form S-8

In connection with this Offering, we intend to file a registration statement on Form S-8 to register the total number of shares of our Class A Common Stock that may be issued under the Equity Incentive Plan.

IPO Equity Grants

In connection with this Offering, we intend to grant equity incentive awards to each of our Named Executive Officers (other than Mr. Fertitta) under the Equity Incentive Plan. These awards are expected to consist of (i) a stock option to acquire shares of Class A Common Stock, at an exercise price equal to the per share offering price of the Class A Common Stock, with the number of shares

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subject to such stock option being that necessary to cause the Black-Scholes-Merton value of such stock option on the pricing date of this Offering to be equal to ; and (ii) a number of restricted shares of Class A Common Stock equal to . The stock option awards will vest in installments of 25% on each of the first four anniversaries of the date of this Offering. The restricted stock awards will vest in installments of 50% on each of the third and fourth anniversaries of the date of this Offering.

New Employment Agreements

In connection with this Offering, we intend to enter into a new employment agreement with each of our Named Executive Officers (the "New Employment Agreements"), with the New Employment Agreements to be effective as of the date of this Offering. The following is a summary of the anticipated terms of the New Employment Agreements.

The New Employment Agreements have a fixed five-year term, unless the employment agreement is otherwise terminated pursuant to its terms.

The annual base salary for each Named Executive Officer is set forth in his New Employment Agreement, and is reviewed on an annual basis. Base salary is subject to adjustment (for increase but not for decrease) following the first (second for Mr. Fertitta) anniversary of this Offering. The initial annual base salary set forth in the New Employment Agreements is $1,000,000 for Frank J. Fertitta III, $750,000 for each of Messrs. Cavallaro and Haskins, and $600,000 for each of Messrs. Falcone and Roy. In addition, the New Employment Agreements provide for eligibility to receive a performance-based annual bonus with a targeted amount equal to 100% of the applicable Named Executive Officer's annual base salary. Each employment agreement also provides for (i) the inclusion of the applicable Named Executive Officer in all benefit plans and programs of the Company made available to our executives or salaried employees generally; (ii) to the extent applicable, initial equity incentive awards (as further described above under the sub-heading "IPO Equity Grants"); (iii) continuation of any group health, disability and life insurance-related coverage and/or benefits as were in effect for the applicable Named Executive Officer immediately prior to this Offering; (iv) executive perquisites in accordance with our applicable policies; and (v) an annual cash perquisite allowance.

The New Employment Agreements require us to make payments and provide benefits to each Named Executive Officer upon the termination of his employment with us under various scenarios. The New Employment Agreements do not provide for any additional payments or benefits upon a voluntary termination of employment by the Named Executive Officer without "good reason" or involuntary termination by the Company for "cause" (each as defined in the applicable New Employment Agreement). Under those scenarios, the Named Executive Officers are only entitled to their accrued and unpaid obligations, such as unpaid salary, any annual bonus awarded but not yet paid, and reimbursement for previously-incurred expenses. With the exception of Mr. Fertitta, the concept of "good reason" for resignation applies only following a "change in control" of the Company (as defined in the applicable New Employment Agreement).

Termination as a Result of Death or Disability

In the event that a Named Executive Officer is terminated as a result of his death or disability, he or his legal representative will receive all salary due to the Named Executive Officer under his employment agreement as of the date of his death or disability. In addition, each Named Executive Officer will receive any awarded but unpaid annual bonus and a pro-rated annual bonus for the year of death or disability.

Termination Without Cause or With Good Reason

In the event that a Named Executive Officer is terminated without cause (other than due to death or disability), or resigns for good reason, the Named Executive Officer will receive the same amounts

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described above upon a termination as a result of death or disability. In addition, subject to the Named Executive Officer's execution of a release of claims against the Company, he will receive an amount equal his annual base salary in effect at the time of his termination, paid in 12 equal monthly installments. All of the Named Executive Officers will be entitled to continuation of group health and long-term disability insurance for 12 months, or a cash payment in lieu of such continuation coverage if the Company determines that such coverage is not permitted.

Restrictive Covenants

The New Employment Agreements contain indefinite confidentiality obligations, as well as prohibitions against the Named Executive Officers' competition with us or solicitation of our employees. The non-competition and non-solicitation restrictions apply during the full five-year term of each Named Executive Officer's New Employment Agreement or, if longer, through the second anniversary of the date of his termination of employment with respect to the "Restricted Area" (other than the "Las Vegas Strip") and through the first anniversary of the date of his termination of employment with respect to the "Las Vegas Strip" (in each case as defined in the applicable New Employment Agreement). However, in the event of a termination of a Named Executive Officer's employment by the Company without cause or by him for good reason, the non-competition and non-solicitation restrictions will instead end on the second anniversary of his termination of employment with respect to the Restricted Area (other than the Las Vegas Strip) and on the first anniversary of his termination of employment with respect to the Las Vegas Strip.

Governance Provisions

The New Employment Agreements do not provide for any "golden parachute" excise tax gross-ups or similar payments.

The New Employment Agreements also include a compensation clawback provision, pursuant to which any compensation paid to any Named Executive Officer by us or any of our affiliates is subject to deductions and clawback as required by applicable law, regulations or stock exchange listing requirements.

Stock Ownership Guidelines

The Company intends to implement stock ownership guidelines in connection with this Offering. At this time, the details of those guidelines are uncertain.

BOARD COMPENSATION FOR 2014

The following table discloses the compensation for members of our board of directors who served on the board of managers of Station LLC for the year ended December 31, 2014:

Name	Fees Earned or Paid in Cash ($)		Total ($)

Frank J. Fertitta III	$	125,000	$	125,000
Lorenzo J. Fertitta		125,000		125,000
James E. Nave, D.V.M.		125,000		125,000
Robert A. Cashell, Jr.		125,000		125,000
Robert E. Lewis		125,000		125,000

The members of the board of directors of Station Holdco did not receive any compensation for the year ended December 31, 2014 for serving on such board.

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Discussion of Manager Compensation Table

During 2014, each member of our board of directors who served as a member of Station LLC's board of managers received cash compensation for services to us, including service on committees of either such board. Compensation paid to members of Station LLC's board of managers was $125,000 annually, paid in 12 equal monthly installments of $10,417. Amounts shown are the amounts earned without consideration as to the year of payment. The members of the board of directors of Station Holdco did not receive any compensation for the year ended December 31, 2014 for serving on such board.

DIRECTOR COMPENSATION

The Company intends to compensate its directors through a combination of cash and equity incentives. At this time, the details of such compensatory scheme are uncertain.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Limited Liability Company Agreement of Station Holdco

In connection with the Offering and Reorganization Transactions, the members of Station Holdco will amend and restate the limited liability company agreement of Station Holdco. Station Corp. will control all of the business and affairs of Station Holdco and its subsidiaries. Holders of LLC Units will generally not have voting rights under the limited liability company agreement.

Station Corp. will have the right to determine when distributions will be made to holders of LLC Units and the amount of any such distributions, other than with respect to tax distributions as described below. If a distribution is authorized, such distribution will be made to the holders of LLC Units on a pro rata basis in accordance with the number of LLC Units held by such holder.

The holders of LLC Units, including Station Corp., will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of Station Holdco. Net profits and net losses of Station Holdco will generally be allocated to holders of LLC Units (including Station Corp.) on a pro rata basis in accordance with the number of LLC Units held by such holder. The limited liability company agreement will provide for quarterly cash distributions, which we refer to as "tax distributions," to the holders of the LLC Units. Generally, tax distributions will be computed by first determining the tax amount of each holder of LLC Units, which amount will generally equal the taxable income allocated to each holder of LLC Units (with certain adjustment) and then multiplying that income by an assumed tax rate. Station Holdco will then determine an aggregate tax distribution amount by reference to the highest individual LLC Unit holder's tax amount and, subject to certain limitations, will distribute that aggregate amount to all holders of LLC Units as of the tax distribution date based on their percentage ownership interests at the time of the distribution.

The limited liability company agreement is expected to provide that, to the extent that such payments may be made in compliance with the terms of Station Holdco's debt agreements and applicable law, in the sole discretion of Station Corp., as the managing member of Station Holdco, Station Holdco will pay or reimburse Station Corp. for all fees, costs, and expenses incurred by Station Corp. and related to the business and affairs of Station Holdco (including expenses that relate to the business and affairs of Station Holdco that also relate to the activities of Station Corp., such as costs of future securities offerings, board of director compensation, costs of periodic reports to stockholders of Station Corp., and accounting and legal costs).

The limited liability company agreement is expected to provide that it may be amended, supplemented, waived or modified by the written consent of Station Corp. in its sole discretion without the approval of any other holder of LLC Units, except that no amendment may disproportionately materially and adversely affect the rights of a holder of LLC Units without the consent of such holder and amendments to certain provisions governing rights or obligations of GACC require GACC's consent.

In addition, the limited liability company agreement will provide that the aggregate non-equity compensation of Frank J. Fertitta III will not change for two years following the consummation of this Offering, the aggregate non-cash compensation of Lorenzo J. Fertitta shall be fixed at $500,000 for two years following the consummation of this Offering and, for so long as GACC and its affiliates beneficially own at least 5% of the outstanding Class A Common Stock of the Company (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock), the aggregate non-equity compensation payable for the second year following the consummation of this Offering to all other executives and employees employed by Fertitta Entertainment prior to the consummation of this Offering will not exceed 105% of the aggregate non-equity compensation received by such individuals, in the aggregate, during the first year following the consummation of this Offering. In addition, the limited liability company agreement will provide that, for a period of one

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year following the consummation of this Offering, no grants of equity compensation other than the grants described under the heading "Executive Compensation—Looking Ahead; Post-IPO Compensation—IPO Equity Grants" will be made to executives and employees employed by Fertitta Entertainment prior to the consummation of this Offering, and, for a period of two years following the consummation of this Offering, no such grants of equity compensation will be made to Frank J. Fertitta III or Lorenzo J. Fertitta. The limited liability company agreement will also provide that, for a period of two years following the consummation of this Offering, the aggregate number of shares of Class A Common Stock issued or issuable in connection with awards made pursuant to the Equity Incentive Plan, any successor plan thereto, or otherwise shall not exceed 50% of the total number of shares of Class A Common Stock reserved for issuance pursuant to the 2015 Equity Incentive Plan.

Tax Receivable Agreement

As described in "The Reorganization of our Corporate Structure," we intend to use a portion of the proceeds from this Offering to purchase LLC Units from certain of our existing owners. In addition, the existing holders of the LLC Units may (subject to the terms of the exchange agreement) exchange their LLC Units, together with all outstanding shares of Class B Common Stock, for shares of our Class A Common Stock on a one-for-one basis or, at our election, for cash. As a result of both this initial purchase and any subsequent exchanges, Station Corp. will become entitled to a proportionate share of the existing tax basis of the assets of Station Holdco. In addition, Station Holdco intends to make an election under Section 754 of the Code effective for the first taxable year in which an exchange or purchase of LLC Units occurs and all future years, which may result in increases to the tax basis of the assets of Station Holdco. These increases in tax basis are expected to increase our depreciation and amortization deductions and create other tax benefits and therefore may reduce the amount of tax that Station Corp. would otherwise be required to pay in the future. These increases in tax basis may also decrease gains (or increase losses) on future dispositions of certain assets.

In connection with the Offering and Reorganization Transactions, we will enter into a tax receivable agreement with the existing holders of LLC Units (and their permitted transferees). The agreement will require us to pay to such holders 85% of the amount of tax benefits, if any, that we realize (or are deemed to realize in the case of an early termination payment, a change in control or a material breach by us of our obligations under the tax receivable agreement, as discussed below) as a result of any possible future increases in tax basis described above and of certain other tax benefits attributable to payments under the tax receivable agreement itself. This will be Station Corp.'s obligation and not an obligation of Station Holdco. For purposes of the tax receivable agreement, the benefit deemed realized by Station Corp. will be computed by comparing the actual income tax liability of Station Corp. (calculated with certain assumptions) to the amount of such taxes that Station Corp. would have been required to pay had there been no increase to the tax basis of the assets of Station Holdco as a result of the purchases or exchanges, and had Station Corp. not entered into the tax receivable agreement. The tax receivable agreement is expected to become effective upon completion of this Offering and will remain in effect until all such tax benefits have been utilized or expired, unless the agreement is terminated early, as described below. We expect that all of the intangible assets, including goodwill, of Station Holdco at the time of this Offering allocable to LLC Units acquired or deemed acquired in taxable transactions by Station Corp. from existing owners of Station Holdco will be amortizable for tax purposes. Station Corp. and its stockholders will retain the remaining 15% of the tax benefits that Station Corp. realizes or is deemed to realize. Estimating the amount of payments that may be made under the tax receivable agreement is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The actual increase in tax basis, as well

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as the amount and timing of any payments under the agreement, will vary depending upon a number of factors, including:

•: the timing of purchases or exchanges —for instance, the increase in any tax deductions will vary depending on the fair value, which may fluctuate over time, of the depreciable or amortizable assets of Station Holdco at the time of each purchase or exchange;
•: the price of shares of our Class A Common Stock at the time of the purchase or exchange —the increase in any tax deductions, as well as the tax basis increase in other assets, of Station Holdco is directly related to the price of shares of our Class A Common Stock at the time of the purchase or exchange;
•: the extent to which such purchases or exchanges are taxable —if an exchange or purchase is not taxable for any reason, increased tax deductions will not be available;
•: the amount and timing of our income —we expect that the tax receivable agreement will require Station Corp. to pay 85% of the deemed benefits as and when deemed realized. If Station Corp. does not have taxable income, it generally will not be required (absent a change of control or other circumstances requiring an early termination payment) to make payments under the tax receivable agreement for that taxable year because no benefit will have been realized. However, any tax benefits that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of any such tax attributes will result in payments under the tax receivable agreement; and
•: tax rates in effect at the time of the agreement .

The payments that we may make under the tax receivable agreement could be substantial. Assuming no material changes in the relevant tax law and based on our current operating plan and other assumptions, including our estimate of the tax basis of our assets as of September 30, 2015 and that Station Corp. earns sufficient taxable income to realize all the tax benefits that are subject to the tax receivable agreement, we expect future payments under the tax receivable agreement relating to the purchase by Station Corp. of LLC Units as part of this Offering to aggregate $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) and to range over the next 15 years from approximately $ million to $ million per year (or approximately $ million to $ million per year if the underwriters exercise their option to purchase additional shares in full) and decline thereafter. The foregoing numbers are merely estimates that are based on current assumptions. The amount of actual payments could differ materially.

We will have the right to terminate the tax receivable agreement at any time. In addition, the tax receivable agreement will terminate early if we breach our obligations under the tax receivable agreement or upon certain mergers, asset sales, other forms of business combinations or other changes of control. If we exercise our right to terminate the tax receivable agreement, or if the tax receivable agreement is terminated early in accordance with its terms, our payment obligations under the tax receivable agreement with respect to certain exchanged or acquired LLC Units would be accelerated and would become due and payable based on certain assumptions, including that we would have sufficient taxable income to use in full the deductions arising from the increased tax basis and certain other benefits. As a result, we could make payments under the tax receivable agreement that are substantial and in excess of our actual cash savings in income tax. See "Risk Factors—Risks Related to Our Structure and Organization—In certain cases, payments under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits, if any, we realize in respect of the tax attributes subject to the tax receivable agreement."

Decisions made in the course of running our business, such as with respect to mergers and other forms of business combinations that constitute changes in control, may influence the timing and amount

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of payments we make under the tax receivable agreement in a manner that does not correspond to our use of the corresponding tax benefits. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control.

Payments are generally due under the tax receivable agreement within a specified period of time following the filing of our tax return for the taxable year with respect to which the payment obligation arises, although interest on such payments will begin to accrue at a rate of LIBOR plus 100 basis points from the due date (without extensions) of such tax return. Late payments generally accrue interest at a rate of LIBOR plus 500 basis points.

Payments under the tax receivable agreement will be based on the tax reporting positions that we determine. Although we are not aware of any material issue that would cause the IRS to challenge a tax basis increase, we will not be reimbursed for any payments previously made under the tax receivable agreement (although we would reduce future amounts otherwise payable under such tax receivable agreements). No assurance can be given that the IRS will agree with the allocation of value among our assets or that sufficient subsequent payments under the tax receivable agreement will be available to offset prior payments for disallowed benefits. As a result, in certain circumstances, payments could be made under the tax receivable agreement in excess of the benefit that we actually realize in respect of the increases in tax basis resulting from our purchases or exchanges of LLC Units and certain other tax benefits related to our entering into the tax receivable agreement.

Registration Rights

In connection with the Offering and Reorganization Transactions, we will agree to register, subject to the lock-up agreements described under "Underwriting (Conflicts of Interest)," under the Securities Act the exchange of LLC Units held by existing members of Station Holdco for shares of Class A Common Stock and the subsequent resale of such shares of Class A Common Stock. In addition, such members will be entitled to request to participate in, or "piggyback" on, certain registrations of any of our securities offered for sale by us at any time after the completion of this Offering and the Principal Equityholders and GACC will be entitled to cause the Company to register the shares of Class A Common Stock they could acquire upon exchange of their LLC Units, subject to certain contractual restrictions, including the terms of the lock-up agreements discussed under "Underwriting (Conflicts of Interest)". We will also agree to provide that we will pay certain expenses (other than underwriting discounts and commissions and transfer taxes) of such existing owners (and their affiliates) of Station Holdco relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act.

The registration rights outlined above will be subject to conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and our right to delay, suspend or withdraw a registration statement under specified circumstances.

If requested by the managing underwriter or underwriters, holders of registrable shares of Class A Common Stock will not be able to sell or otherwise dispose of any of our equity securities (including sales under Rule 144) or give any demand notice during a period commencing on the date of the request and continuing for a period not to exceed 90 days or such shorter period as may be requested by the underwriters.

Exchange Agreement

In connection with this Offering, we will enter into an exchange agreement with all of the existing owners of LLC Units (other than us) that is expected to entitle those owners (and certain permitted transferees thereof) to exchange their LLC Units, together with an equal number of shares of Class B

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Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash. The exchange agreement will permit those owners to exercise their exchange rights at any time, in certain minimum increments and subject to certain conditions.

The exchange agreement is expected to provide that an owner will not have the right to exchange LLC Units if the Company determines that such exchange would be prohibited by law or regulation or would violate other agreements with Station Holdco to which the owner is subject. The Company may impose additional restrictions on exchanges that it determines to be necessary or advisable so that Station Holdco is not treated as a "publicly traded partnership" for United States federal income tax purposes.

Purchase of LLC Units from Existing Owners

Station Corp. intends to use approximately $ million (or $ million if the underwriters exercise their option to purchase additional shares in full) of the net proceeds from this Offering to purchase LLC Units held by certain existing owners, in each case, at a price per LLC Unit equal to the price paid by the underwriters for shares of our Class A Common Stock in this Offering. We expect that the purchase of the LLC Units from existing owners will be consummated promptly following this Offering.

The following table sets forth the cash proceeds the existing owners will receive from the purchase by us of LLC Units with the proceeds from this Offering (based on the midpoint of the estimated public offering price range set forth on the coverage page of this prospectus):

	Assuming no exercise of the option to purchase additional shares		Assuming the option to purchase additional shares is exercised in full

Name	Number of LLC Units	Cash Proceeds	Number of LLC Units	Cash Proceeds

Acquisition of Fertitta Entertainment

On June 17, 2011, Station LLC and certain of its subsidiaries (in such capacity, the "Owner") entered into the following management agreements with subsidiaries of our affiliate, Fertitta Entertainment (in such capacity, the "Manager"):

•: Management Agreement between Station LLC and FE Propco Management LLC for the operation and management of the Station Casinos Guarantor Group Properties (the "Propco Management Agreement");
•: Management Agreement between NP Opco LLC and FE Opco Management LLC for the operation and management of the Opco Assets (the "Opco Management Agreement");
•: Management Agreement between Station GVR Acquisition, LLC and FE GVR Management LLC for the operation and management of the Green Valley Ranch Resort, Casino & Spa (the "GVR Management Agreement"); and
•: Management Agreement between NP Tropicana LLC and FE Landco Management LLC for the operation and management of Wild Wild West Gaming Hall & Hotel (the "Landco Management Agreement" and, together with the Propco Management Agreement, the Opco Management Agreement and the GVR Management Agreement, the "Management Agreements").

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Under the terms of the Management Agreements, the Manager is entitled to: (1) a base management fee equal to 2% of the gross revenues from the operation of the properties, (2) an incentive management fee equal to 5% of EBITDA generated by the properties, and (3) expense reimbursement and overhead allocation.

The Management Agreements each have a term of 25 years and are non-terminable by the Owner except under specified circumstance, including breaches of such agreement or gross negligence or willful misconduct of the Manager, suspension of gaming licenses, certain bankruptcy events, change-of-control events or failure of the performance test by the Manager. To fail the performance test (which is subject to cure if the Manager elects to make certain cure payments), Manager must fail both the (i) "Budget EBITDA Test" and the (ii) "Market EBITDA Test" for two consecutive fiscal years, starting with the sixth and seventh fiscal years during the term of the Management Agreements.

While the Manager has authority to manage the day-to-day operations of the managed properties, the Manager is required pursuant the terms of the Management Agreements to seek the approval of Owner with respect to certain significant decisions.

During the year ended December 31, 2014, Station LLC recognized management fee expense totaling $48.9 million pursuant to the Management Agreements. In addition, Station LLC allocates the costs of certain shared services to Fertitta Entertainment, primarily costs related to occupancy of a portion of its corporate office building and services provided by its human resources and regulatory personnel. For the year December 31, 2014, costs allocated to Fertitta Entertainment for shared services totaled $1.2 million.

In addition, for the year ended December 31, 2014, our majority owned subsidiary, Fertitta Interactive, paid $0.9 million in management fees to Fertitta Entertainment for managerial, legal, accounting, human resources and technical services.

In connection with this Offering, Station LLC will acquire Fertitta Entertainment pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of October 13, 2015 (the "Purchase Agreement"), by and among Fertitta Business Management LLC, a Nevada limited liability company, LNA Investments, LLC, a Nevada limited liability company, KVF Investments, LLC, a Nevada limited liability company, FE Employeeco LLC, a Delaware limited liability company (collectively, the "Sellers"), Station LLC, Fertitta Entertainment, and Frank J. Fertitta III, as seller representative. The purchase price is $460 million in cash, less amounts paid by the Company in satisfaction of indebtedness of Fertitta Entertainment on the closing date, and subject to reduction based on the amount, if any, of Fertitta Entertainment's liabilities assumed by Station LLC. The terms of the Fertitta Entertainment Acquisition were negotiated on behalf of Station LLC by a special committee of the board of managers of Station LLC comprised of Dr. James E. Nave and Mr. Robert E. Lewis, each of whom was determined to be disinterested in the Fertitta Entertainment Acquisition, with the assistance and counsel of independent legal and financial advisors retained by such special committee.

We expect that the net proceeds payable to equityholders of Fertitta Entertainment in connection with the Fertitta Entertainment Acquisition following the payment of outstanding indebtedness of Fertitta Entertainment will be approximately $405 million. We expect that Frank J. Fertitta III and Lorenzo J. Fertitta will each receive approximately $112.5 million of such net proceeds and LNA Investments, LLC and KVF Investments, LLC, all of which are owned by trusts the beneficiaries of which are Lorenzo J. Fertitta's three children and Frank J. Fertitta III's three children, respectively, will each receive approximately $53.0 million of such net proceeds. We also expect that our executive officers, who are members of FE Employeeco LLC, will receive net proceeds in approximately the following amounts based on their proportionate direct or indirect ownership interests in Fertitta Entertainment: Stephen L. Cavallaro, our Executive Vice Chairman—$9.8 million; Richard J. Haskins, our President—$10.2 million; Marc J. Falcone, our Executive Vice President and Chief Financial

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Officer—$10.2 million; and Scott M Nielson, our Executive Vice President and Chief Development Officer—$8.2 million. The remainder of the net proceeds of the Fertitta Entertainment Acquisition will be distributed to other members of FE Employeeco LLC, who are employees or former employees of Fertitta Entertainment.

The consummation of the Fertitta Entertainment Acquisition, which has been unanimously approved by Station LLC's board of managers, is subject to certain closing conditions, including, among other things, (i) the expiration or termination of the waiting period (and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) the approval of various gaming authorities, and (iii) the closing of this Offering.

We expect to use a portion of the proceeds from this Offering to pay a portion of the purchase price for the Fertitta Entertainment Acquisition and expects to fund the balance of the purchase price by incurring additional debt. Both Station LLC and the Sellers have agreed, following the closing, to indemnify the other party for losses arising from certain breaches of the representations, warranties and covenants contained in the Purchase Agreement and for certain other liabilities, subject to certain limitations.

Following the consummation of the Fertitta Entertainment Acquisition, we expect to enter into new employment agreements with our executive officers and other individuals who were employed by Fertitta Entertainment and provided services to us through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition. Such new employment agreements will become effective upon the consummation of the Fertitta Entertainment Acquisition. See "Executive Compensation—Looking Ahead: Post-IPO Compensation—New Employment Agreements."

Employment Agreement with Lorenzo J. Fertitta

In connection with this Offering, we intend to enter into an employment agreement with Lorenzo J. Fertitta to be effective as of our IPO date. The employment agreement with Lorenzo J. Fertitta is expected to have a five-year term, and to provide for an annual base salary of $500,000 and severance in an amount equal to such annual base salary in the event of a termination of such Named Executive Officer's employment without cause or with good reason. Such employment agreement is also expected to contain non-competition and non-solicitation restrictions similar to Frank J. Fertitta III's employment agreement.

Blocker Mergers

As part of the Offering and Reorganization Transactions, ADVSTRA SC Holdings, LLC, CAPINC SC Holdings, LLC, PAIN SC Holdings, LLC, PRTN SC Holdings, LLC, STRAINC SC Holdings, LLC, Serengeti SC Blockerco LLC, PB Investor I LLC and PB Investor II LLC, all Delaware limited liability companies, will merge with newly-formed subsidiaries of Station Corp. in the Blocker Mergers, which are intended to qualify as tax-free for U.S. federal income tax purposes. In the Blocker Mergers, the owner(s) of each Merging Blocker will collectively receive one share of Class A Common Stock for each LLC Unit owned by such Merging Blocker and such number of LLC Units as would be issuable upon a cashless exercise of the Warrants held by such Merging Blocker. In the aggregate, approximately number of shares of Class A Common Stock of Station Corp. are expected to be issued as consideration in the Blocker Mergers, assuming an initial public offering price of $ per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). The number of shares of Class A Common Stock issued in the Blocker Mergers will depend on the actual initial public offering price per share. Except for merger agreements with Merging Blockers that have been managed by Station Holdco, the merger agreements relating to the Blocker Mergers contain customary representations and warranties and indemnities from the owners of such Merging Blockers. As a result of the Blocker Mergers, Station Corp. will indirectly become the

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owner of the LLC Units owned by the Merging Blockers. In the event that any of the Merging Blockers have liabilities, Station Corp. may bear some, or all, of the risks relating to any such liabilities, which could be significant.

Voteco Merger

Station Holdco currently owns non-voting interests in Station LLC that represent all of the economic interests of Station LLC. The voting interests of Station LLC are held by Station Voteco LLC. Station Voteco LLC is owned by Robert A. Cashell Jr., who is designated as a member of Station Voteco by GACC, and an entity owned by Frank J. Fertitta III and Lorenzo J. Fertitta. Immediately prior to the consummation of this Offering, Station Voteco LLC will merge with and into Station Holdco. No consideration will be payable to the members of Station Voteco LLC in connection with such merger. Upon consummation of the merger of Station Voteco LLC with and into Station Holdco, the limited liability company agreement of Station LLC will be amended to reclassify the voting and non-voting classes of membership interests into one class of voting membership interests and to reflect that Station Holdco is the sole owner of all such outstanding membership interests.

Credit Agreements and Restructured Land Loan

In March 2013, we entered into that certain Credit Agreement, by and among the Company, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch ("Deutsche Bank"), as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners. An affiliate of Deutsche Bank acted as a lead joint book running manager with respect to the Offering of the senior notes. GACC, an affiliate of Deutsche Bank, is also the lender with respect to our $114 million land loan, after giving effect to the Offering and Reorganization transactions will own approximately % of the LLC Units and shares of Class B Common stock representing % of the voting power of Station Corp. (in each case assuming that the underwriters do not exercise their option to purchase additional shares).

Boulder Station Lease

We lease 27 acres of land on which a portion of Boulder Station is located pursuant to a ground lease. We lease this land from KB Enterprises, a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust (the "Related Lessor"). Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III, who is our Chairman and Chief Executive Officer, and Lorenzo J. Fertitta, who is a member of our board of directors. The lease has a maximum term of 65 years, ending in June 2058. The lease provides for monthly payments of $222,933 through June 2018, subject to periodic increases commensurate with the fair market value of the land and a cost of living factor. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party.

Texas Station Lease

We lease 47 acres of land on which Texas Station is located pursuant to a ground lease. We lease this land from Texas Gambling Hall & Hotel, Inc., a company owned by the Related Lessor. The lease has a maximum term of 65 years, ending in July 2060. The lease provides for monthly rental payments of $366,435 through July 2020, subject to periodic increases commensurate with the fair market value of the land and a cost of living factor. We believe that the terms of the ground lease are as fair to us as could be obtained from an independent third party.

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Zuffa, LLC

Station has purchased tickets to events held by Zuffa, LLC ("Zuffa") which is the parent company of the Ultimate Fighting Championship ("UFC") and is owned by Frank J. Fertitta III and Lorenzo J. Fertitta. For the nine months ended September 30, 2015 and the year ended December 31, 2014, we made payments to Zuffa totaling approximately $0.2 million and $0.3 million, respectively, for ticket purchases to, and closed circuit viewing fees of, UFC events.

Compensation Paid to Related Parties

Kelly-Ann Fertitta, daughter of our Chairman and Chief Executive Officer, Frank J. Fertitta III, has been employed with Station Casinos LLC as its director of corporate marketing since September 2015 and is paid an annual salary of $125,000.

Policies and Procedures for Related Party Transactions

Our board of directors will adopt a written related person transaction policy, to be effective upon the closing of this Offering, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant and a related person had or will have a direct or indirect material interest, as determined by the audit committee of our board of directors, including, purchases of goods or services by or from the related person or entities in which the related person has a material interest, and indebtedness, guarantees of indebtedness or employment by us of a related person. In reviewing any such proposal, our Audit Committee will be tasked to consider all relevant facts and circumstances, including the commercial reasonableness of the terms, the benefit or perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person's direct or indirect interest and the actual or apparent conflict of interest of the related person.

All related party transactions described in this section occurred prior to adoption of this policy and as such, these transactions were not subject to the approval and review procedures set forth in the policy, but were nonetheless subject to the approval and review procedures in effect at the applicable times.

Indemnification of Directors and Officers

We expect to enter into customary indemnification agreements with our executive officers and directors that provide, in general, that we will provide them with customary indemnification in connection with their service to us or on our behalf. See "Description of Capital Stock—Limitation of Liability of Directors and Officers."

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership of our Class A Common Stock and of LLC Units as of September 30, 2015 for:

•: each person whom we know to own beneficially more than 5% of any class of our shares;
•: each of the directors and named executive officers individually; and
•: all directors and executive officers as a group.

The number of shares of Class A Common Stock and LLC Units outstanding, the percentage of beneficial ownership and the combined voting power before this Offering are based on the number of shares of Class A Common Stock, shares of Class B Common Stock and LLC Units outstanding giving effect to the Reorganization Transactions prior to the Offering. The number of shares of Class A Common Stock and LLC Units outstanding, the percentage of beneficial ownership and the combined voting power after this Offering are based on the number of shares of Class A Common Stock issued in this Offering and the number of shares of Class B Common Stock and LLC Units issued and outstanding immediately after this Offering and after giving effect to the Offering and Reorganization Transactions (based on the midpoint of the initial public offering price range set forth on the cover of this prospectus), and use of proceeds. See "The Reorganization of Our Corporate Structure—Use of Proceeds." Holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Accordingly, if an individual or entity is a member of a "group" which has agreed to act together for the purpose of acquiring, holding, voting or disposing of such securities, such individual or entity is deemed to be the beneficial owner of such securities held by all members of the group. Further, if an individual or entity has or shares the power to vote or dispose of such securities held by another entity, beneficial ownership of such securities held by such entity may be attributed to such other individuals or entities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Except as otherwise noted, the address of each person

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listed in the table below is c/o Station Casinos Corp., 1505 South Pavilion Center Drive, Las Vegas, Nevada 89135.

	Combined Voting Power(2)(3)

	After Giving Effect to the Reorganization Transactions but Prior to the Offering		Shares of Class A Common Stock Offered	After Giving Effect to the Offering and Reorganization Transactions and Use of Proceeds(4)		After Giving Effect to the Offering and Reorganization Transactions and Use of Proceeds(5)		After Giving Effect to the Reorganization Transactions but Prior to the Offering		After Giving Effect to the Offering and Reorganization Transactions and Use of Proceeds(4)		After Giving Effect to the Offering and Reorganization Transactions and Use of Proceeds(5)
Name and address of Beneficial Owner	Number	%	Number	Number	%	Number	%	Number	%	Number	%	Number	%
FI Station Investor LLC(6)
German American Capital Corporation(7)
Oaktree SC Investments CTB, LLC(8)
FMR LLC(9)
Frank J. Fertitta III(6)
Lorenzo J. Fertitta(6)
Stephen L. Cavallaro(6)
Richard J. Haskins(6)
Marc J. Falcone(6)
Daniel J. Roy(6)
Robert A. Cashell, Jr.
James E. Nave, D.V.M.
Robert E. Lewis
Named Executive Officers and Directors as a Group(10)
Selling Stockholders*

	LLC Units and Class B Common Stock Beneficially Owned(1)

	After Giving Effect to the Reorganization Transactions but Prior to the Offering		After Giving Effect to the Offering and Reorganization Transactions(4)		After Giving Effect to the Offering and Reorganization Transactions(5)
Name and address of Beneficial Owner	Number	%	Number	%	Number	%
FI Station Investor LLC(6)
German American Capital Corporation(7)
Frank J. Fertitta III(6)
Lorenzo J. Fertitta(6)
Stephen L. Cavallaro(6)
Richard J. Haskins(6)
Marc J. Falcone(6)
Daniel J. Roy(6)
Robert A. Cashell, Jr.
Named Executive Officers and Directors as a group(10)

*: In addition to GACC, who is expected to participate in the offering as a selling stockholder, our pre-IPO equityholders will be invited to participate as selling stockholders in this Offering. This table will be revised to reflect additional selling stockholders.

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(1): In connection with the Offering and Reorganization Transactions, existing owners will purchase for nominal consideration one share of Class B Common Stock for each LLC Unit owned by such existing owners. Subject to the terms of the exchange agreement, holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash. See "Certain Relations and Related Party Transactions—Exchange Agreement."
(2): Each outstanding share of Class A Common Stock will be entitled to one vote, each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. Represents percentage of voting power of the Class A Common Stock and Class B Common Stock of Station Corp. voting together as a single class. See "Description of Capital Stock."
(3): Our existing owners will hold shares of our Class B Common Stock. Each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share of Class B Common Stock will be entitled to one vote. See "Description of Capital Stock."
(4): Assumes underwriters do not exercise their option to purchase additional shares. See "Underwriting (Conflicts of Interest)."
(5): Assumes exercise of the underwriters' option to purchase additional shares in full. See "Underwriting (Conflicts of Interest)."
(6): An affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta manages and owns % of the outstanding common membership interests of FI Station Investor and the remaining % of the outstanding common membership interests are owned by FI Employee Investco LLC, a Delaware limited liability company owned by Stephen L. Cavallaro, Marc J. Falcone, Richard J. Haskins, Scott M Nielson, Thomas M. Friel, an officer of Station LLC and Kevin Kelley, a former executive officer of Station Holdco. FI Employeeco LLC, a Delaware limited liability company owned by Stephen L. Cavallaro, Marc J. Falcone, Richard J. Haskins, Scott M Nielson and Kevin Kelley, owns incentive units issued by FI Station representing % of the total outstanding membership interests of FI Station. Such incentive units are subject to vesting and do not participate in distributions made by FI Station unless and until distributions in excess of a specific threshold have been made to holders of outstanding common units. Each of such persons disclaims beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units owned beneficially or of record by FI Station except to the extent of any pecuniary interest therein.
(7): The address of German American Capital Corporation is 60 Wall Street, New York, NY. GACC is an indirect wholly owned subisidary of Deutsche Bank Aktiengesellschaft.
(8): Represents all of the LLC Units owned by Oaktree SC Investments CTB, LLC. The managing member of Oaktree SC Investments CTB, LLC is Oaktree SC Holdings CTB, LLC. Oaktree SC Holdings CTB, LLC is managed by a board of directors consisting of Jim Ford, Scott Graves and Jeffrey Nordhaus. Each of the managing members and directors described above disclaims

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beneficial ownership of any shares of Class A Common Stock, Class B Common Stock and LLC Units beneficially or of record owned by Oaktree SC Investments CTB, LLC, except to the extent of any pecuniary interest therein. The address for all of the entities and individuals identified above is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(9): Consists of the following number of shares of Class A Common Stock expected to be held by the following entities affiliated with FMR LLC following the consummation of the Blocker Mergers (i) shares held by Fidelity Puritan Trust: Fidelity Puritan Fund, a registered investment fund (a "Fund") advised by Fidelity Management & Research Company ("Fidelity"), (ii) shares held by Fidelity Advisor Series I: Fidelity Advisor High Income Advantage Fund, a Fund advised by Fidelity, (iii) shares held by Fidelity School Street Trust: Fidelity Strategic Income Fund, a Fund advised by Fidelity, (iv) shares held by Fidelity Summer Street Trust: Fidelity Capital & Income Fund, a Fund advised by Fidelity, (v) shares held by Fidelity Advisor Series II: Fidelity Advisor Strategic Income Fund, a Fund advised by Fidelity, and (vi) shares held by other funds that are advised by Fidelity.
: Fidelity, 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of the Class A Common Stock, Class B Common Stock and LLC Units beneficially owned by the Funds as a result of acting as investment adviser to the Funds, all of which are investment companies registered under Section 8 of the Investment Company Act of 1940.
: These accounts are managed by direct or indirect subsidiaries of FMR LLC. Edward C. Johnson 3d is a Director and the Chairman of FMR LLC and Abigail P. Johnson is a Director, the Vice Chairman and the President of FMR LLC. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees.
(10): Named executive offices and directors as a group consist of nine persons.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of our capital stock as it will be in effect upon the consummation of this Offering and the material provisions of our amended and restated certificate of incorporation and amended and restated bylaws. The following is only a summary and is qualified by applicable law and by the provisions of the amended and restated certificate of incorporation and amended and restated bylaws, copies of which are available as set forth under the caption entitled "Where You Can Find More Information." References to the "Company" herein solely refer to Station Corp.

Capital Stock

Our current authorized capital stock consists of 1,000 shares of common stock, par value $0.01 per share. In connection with the Offering and Reorganization Transactions, we will file the amended and restated certificate of incorporation and our authorized capital stock will consist of shares of Class A Common Stock, par value of $0.01 per share, shares of Class B Common Stock, par value of $0.01 per share, and shares of preferred stock with a par value of $0.01 per share.

Upon consummation of this Offering, we expect to have shares of our Class A Common Stock outstanding (or shares of Class A Common Stock if the underwriters exercise their option to purchase additional shares in full), shares of our Class B Common Stock outstanding, and no shares of preferred stock outstanding.

Class A Common Stock

Voting rights. The holders of Class A Common Stock are entitled to one vote per share on all matters to be voted upon by the stockholders. Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our amended and restated certificate of incorporation.

Dividend rights. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of Class A Common Stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the board of directors out of funds legally available therefor. See "Dividend Policy."

Rights upon liquidation. In the event of liquidation, dissolution or winding-up of Station Corp., whether voluntarily or involuntarily, the holders of Class A Common Stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Other rights. The holders of our Class A Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class A Common Stock. The rights, preferences and privileges of holders of our Class A Common Stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Class B Common Stock

Voting rights, exchange and conversion. Each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes and each other outstanding share

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of Class B Common Stock will be entitled to one vote. Accordingly, certain holders of LLC Units holding shares of Class B Common Stock collectively have a number of votes in the Company that is equal to ten times the aggregate number of LLC Units that they hold and other holders of LLC Units will. Each share of our Class B Common Stock will be entitled to only one vote automatically upon it being held by holder that, together with its affiliates, did not own at least 30% of the outstanding LLC Units immediately following the consummation of this Offering or owns less than 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock). Holders of shares of our Class A Common Stock and Class B Common Stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or our amended and restated certificate of incorporation. In accordance with the exchange agreement to be entered into in connection with the Offering and Reorganization Transactions, holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash. Accordingly, as members of Station Holdco exchange LLC Units, the voting power afforded to them by their shares of Class B Common Stock will be correspondingly reduced.

Automatic transfer. In the event that any outstanding share of Class B Common Stock shall cease to be held by a holder of an LLC Unit (including a transferee of an LLC Unit), such share shall automatically and without further action on our part or of the holder of Class Be Common Stock, be transferred to us and thereupon shall be retired.

Dividend rights. Our Class B stockholders will not participate in any dividends declared by our board of directors.

Rights upon liquidation. In the event of any liquidation, dissolution, or winding-up of Station Corp., whether voluntary or involuntary, our Class B stockholders will not be entitled to receive any of our assets.

Other rights. The holders of our Class B Common Stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the Class B Common Stock. The rights, preferences and privileges of holders of our Class B Common Stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future.

Preferred Stock

After the consummation of the Offering and Reorganization Transactions, there will be no shares of preferred stock outstanding and we will be authorized to issue up to shares of preferred stock. Our board of directors will be authorized without further action by you, subject to limitations prescribed by Delaware law and our certificate of incorporation, to issue preferred stock and to determine the terms and conditions of the preferred stock, including whether the shares of preferred stock will be issued in one or more series, the number of shares to be included in each series and the powers, designations, preferences and rights of the shares. Our board of directors will also be authorized to designate any qualifications, limitations or restrictions on the shares without any further vote or action by the stockholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our company that some of you might believe to be in your best interests or in which you might receive a premium for your shares of Class A Common Stock over the market price and may adversely affect the voting and other rights of the holders of our Class A Common Stock and Class B Common Stock, which could have an adverse impact on the market price of our Class A Common Stock. We have no current plan to issue any shares of preferred stock following the consummation of this Offering.

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Anti-Takeover Effects of Certain Provisions of Delaware Law and Charter and Bylaw Provisions

Certain provisions of our amended and restated certificate of incorporation and bylaws could discourage potential acquisition proposals and could delay or prevent a change in control. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our Class A Common Stock that could result from actual or rumored takeover attempts. Such provisions also may have the effect of preventing changes in our management or delaying or preventing a transaction that might benefit you or other minority stockholders.

These provisions include:

Super Voting Stock. Each outstanding share of Class B Common Stock that is held by a holder that, together with its affiliates, owned LLC Units representing at least 30% of the outstanding LLC Units immediately following this Offering and, at the applicable record date, maintains direct or indirect beneficial ownership of at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) will be entitled to ten votes.

Action by Written Consent; Special Meetings of Stockholders. The Delaware General Corporation Law ("DGCL") permits stockholder action by written consent unless otherwise provided by our amended and restated certificate of incorporation. Our amended and restated certificate of incorporation will permit stockholder action by written consent so long as the Fertitta Family Entities own at least 10% of the outstanding shares of Class A Common Stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A Common Stock) (the "Fertitta Ownership Condition") and will preclude stockholder action by written consent at any time that the Fertitta Ownership Condition is not satisfied. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that special meetings of stockholders may be called only by the board of directors, the chairman of the board of directors or the chief executive officer and only proposals included in the Company's notice may be considered at such special meetings. Notwithstanding the foregoing, for so long as the Fertitta Ownership Condition is satisfied, stockholders collectively holding at least a majority of the voting power of the outstanding shares of our capital stock entitled to vote in connection with the election of directors may call a special meeting. If the Fertitta Ownership Condition is not satisfied, stockholders will no longer have the ability to call a special meeting.

Super Majority Approval Requirements. The DGCL generally provides that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or bylaws, unless either a corporation's certificate of incorporation or bylaws require a greater percentage. Our amended and restated certificate of incorporation will provide that, (i) for so long as the Fertitta Ownership Condition is satisfied, the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws or the provisions of our certificate of incorporation relating to amendments, stockholder action by written consent, corporate governance, composition of the Board of Directors, business combinations and voting rights, dividends, liquidation and transfers of Class A and Class B Common Stock, and (ii) following such time that the Fertitta Ownership Condition is not satisfied, the affirmative vote of holders of at least 66 ² / 3 % of the voting power of all

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the then-outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the bylaws or the provisions of our certificate of incorporation relating to amendments, stockholder action by written consent, corporate governance, composition of the Board of Directors, business combinations and voting rights, dividends, liquidation and transfers of Class A and Class B Common Stock.

Election and Removal of Directors. The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation does not expressly provide for cumulative voting. Directors may be removed, with or without cause, upon the affirmative vote of holders of at least a majority of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class.

Business Combinations with Interested Stockholders. In general, Section 203 of the DGCL, an anti-takeover law, prohibits a publicly held Delaware corporation from engaging in a business combination, such as a merger, with a person or group owning 15% or more of the corporation's voting stock, which person or group is considered an interested stockholder under the DGCL, for a period of three years following the date the person became an interested stockholder, unless (with certain exceptions) the business combination or the transaction in which the person became an interested stockholder is approved in a prescribed manner. We intend to elect in our amended and restated certificate of incorporation not to be subject to Section 203.

However, our amended and restated certificate of incorporation will contain provisions that have the same effect as Section 203, except that they provide that the Fertitta Family Entities will not be deemed to be "interested stockholders," regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to such restrictions.

Other Limitations on Stockholder Actions. Our bylaws will also impose some procedural requirements on stockholders who wish to:

•: make nominations in the election of directors;
•: propose that a director be removed;
•: propose any repeal or change in our bylaws; or
•: propose any other business to be brought before an annual or special meeting of stockholders.

Under these procedural requirements, in order to bring a proposal before a meeting of stockholders, a stockholder must deliver timely notice of a proposal pertaining to a proper subject for presentation at the meeting to our corporate secretary along with the following:

•: a description of the business or nomination to be brought before the meeting and the reasons for conducting such business at the meeting;
•: the stockholder's name and address;
•: any material interest of the stockholder in the proposal;
•: the number of shares beneficially owned by the stockholder and evidence of such ownership; and
•: the names and addresses of all persons with whom the stockholder is acting in concert and a description of all arrangements and understandings with those persons, and the number of shares such persons beneficially own.

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To be timely, a stockholder must generally deliver notice:

•: in connection with an annual meeting of stockholders, not less than 120 nor more than 180 days prior to the month and day corresponding to the date on which the annual meeting of stockholders was held in the immediately preceding year, but in the event that the date of the annual meeting is more than 30 days before or more than 60 days after the anniversary date of the preceding annual meeting of stockholders, a stockholder notice will be timely if received by us not later than the close of business on the later of (1) the 120th day prior to the annual meeting or (2) the 10th day following the day on which we first publicly announce the date of the annual meeting; or
•: in connection with the election of a director at a special meeting of stockholders, not less than 40 nor more than 60 days prior to the date of the special meeting, but in the event that less than 55 days' notice or prior public disclosure of the date of the special meeting of the stockholders is given or made to the stockholders, a stockholder notice will be timely if received by us not later than the close of business on the 10th day following the day on which a notice of the date of the special meeting was mailed to the stockholders or the public disclosure of that date was made.

In order to submit a nomination for our board of directors, a stockholder must also submit any information with respect to the nominee that we would be required to include in a proxy statement, as well as some other information. If a stockholder fails to follow the required procedures, the stockholder's proposal or nominee will be ineligible and will not be voted on by our stockholders.

Limitation of Liability of Directors and Officers

Our amended and restated certificate of incorporation will provide that no director will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except as required by applicable law, as in effect from time to time. Currently, Delaware law requires that liability be imposed for the following:

•: any breach of the director's duty of loyalty to our Company or our stockholders;
•: any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
•: unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; and
•: any transaction from which the director derived an improper personal benefit.

As a result, neither we nor our stockholders have the right, through stockholders' derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above.

Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, we will indemnify any officer or director of our Company against all damages, claims and liabilities arising out of the fact that the person is or was our director or officer, or served any other enterprise at our request as a director, officer, employee, agent or fiduciary. We will reimburse the expenses, including attorneys' fees, incurred by a person indemnified by this provision when we receive an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to be indemnified by us. Amending this provision will not reduce our indemnification obligations relating to actions taken before an amendment.

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Forum Selection

The Court of Chancery of the State of Delaware will be the sole and exclusive forum for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or other employee to us or our stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine, or if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the foregoing forum selection provisions.

Transfer Agent and Register

The transfer agent and registrar for our Class A Common Stock will be .

Securities Exchange

We will apply to list the shares of Class A Common Stock on the under the symbol " ."

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no market for our Class A Common Stock. Future sales of substantial amounts of our Class A Common Stock in the public market, or the perception that such sales could occur, could adversely affect market prices prevailing from time to time. Furthermore, because only a limited number of shares will be available for sale shortly after this Offering due to existing contractual and legal restrictions on resale as described below, there may be sales of substantial amounts of our Class A Common Stock in the public market after the restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future.

All of the shares of Class A Common Stock (or shares if the underwriters exercise their option to purchase additional shares in full) outstanding following this Offering will have been issued in this Offering and will be freely transferable without restriction or registration under the Securities Act, except for any shares purchased by one of our existing "affiliates," as that term is defined in Rule 144 under the Securities Act.

In addition, upon consummation of the Offering and the application of the net proceeds from this Offering, the Principal Equityholders will directly or indirectly own an aggregate of % of the LLC Units (or % of the LLC Units if the underwriters exercise their option to purchase additional shares in full). In accordance with the exchange agreement to be entered into in connection with the Offering and Reorganization Transactions, holders of LLC Units will be entitled to exchange LLC Units, together with an equal number of shares of Class B Common Stock, for shares of Class A Common Stock on a one-for-one basis or, at our election, for cash. Accordingly, as members of Station Holdco exchange LLC Units, the voting power afforded to them by their shares of Class B Common Stock will be correspondingly reduced. Shares of our Class A Common Stock issuable to the existing holders of LLC Units upon an exchange of LLC Units and shares of Class B Common Stock would be considered "restricted securities," as that term is defined in Rule 144 at the time of this Offering. However, we will grant registration rights with respect to the shares of Class A Common Stock delivered in exchange for LLC Units subject to the lock-up agreements discussed below. See "Certain Relationships and Related Party Transactions—Registration Rights."

Restricted securities may be sold in the public market only if they qualify for an exemption from registration under Rule 144 under the Securities Act, which is summarized below, or any other applicable exemption under the Securities Act, or pursuant to a registration statement that is effective under the Securities Act. Immediately following the consummation of this Offering, the holders of approximately shares of our Class A Common Stock (on an assumed as-exchanged basis) will be entitled to dispose of their shares following the expiration of an initial 180-day underwriter "lock-up" period subject to the holding period, volume and other restrictions of Rule 144. Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC are entitled to waive or release such holders from these lock-up provisions at their discretion prior to the expiration dates of such lock-up agreements.

Rule 144

In general, under Rule 144 as currently in effect, once we have been a reporting company subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act for 90 days, an affiliate who has beneficially owned restricted shares of our Class A Common Stock for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of either of the following:

•: 1% of the number of shares of Class A Common Stock then outstanding; and
•: the average weekly reported volume of trading of our Class A Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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However, the six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. In addition, any sales by affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and the availability of current public information about us.

The volume limitation, manner of sale and notice provisions described above will not apply to sales by non-affiliates. For purposes of Rule 144, a non-affiliate is any person or entity who is not our affiliate at the time of sale and has not been our affiliate during the preceding three months. Once we have been a reporting company for 90 days, a non-affiliate who has beneficially owned restricted shares of our Class A Common Stock for six months may rely on Rule 144 provided that certain public information regarding us is available. The six month holding period increases to one year in the event we have not been a reporting company for at least 90 days. However, a non-affiliate who has beneficially owned the restricted shares proposed to be sold for at least one year will not be subject to any restrictions under Rule 144 regardless of how long we have been a reporting company.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our Class A Common Stock, the personal circumstances of the stockholder and other factors.

Registration Rights

In connection with this Offering, we intend to grant registration rights and offer certain customary demand, piggyback and shelf registration rights to our existing owners, subject to certain contractual restrictions, including the terms of the lock-up agreements discussed under "Underwriting (Conflicts of Interest)". See "Certain Relationships and Related Party Transactions—Registration Rights."

Stock Options and Other Equity Compensation Awards

Upon completion of this Offering, we intend to file a registration statement under the Securities Act covering all shares of Class A Common Stock issuable pursuant to the Station Corp. 2015 Equity Incentive Plan. Shares registered under this registration statement will be available for sale in the open market, subject to Rule 144 volume limitations applicable to affiliates, vesting restrictions with us or the contractual restrictions described below.

Lock-up Agreements

Our executive officers, directors and our existing owners have agreed that, for a period of 180 days from the date of this prospectus, they will not, without the prior written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, dispose of or hedge any shares of our Class A Common Stock or any securities convertible into or exchangeable for our Class A Common Stock (including the LLC Units) subject to certain customary exceptions. We have agreed, subject to certain exceptions, not to issue, sell or otherwise dispose of any shares of our Class A Common Stock or any securities convertible into or exchangeable for our Class A Common Stock (including the LLC Units) during the 180-day period following the date of this prospectus. See "Underwriting (Conflicts of Interest)."

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income and, to the limited extent noted below, estate tax consequences of the ownership and disposition of our Class A Common Stock applicable to Non-U.S. Holders (as defined below). This summary is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), existing and proposed U.S. Treasury regulations promulgated thereunder, and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect. No opinion of counsel has been obtained, and we do not intend to seek a ruling from the Internal Revenue Service (the "IRS") as to any of the statements made and conclusions reached in the following summary. There can be no assurance that the IRS will agree with such statements and conclusions.

This summary is limited to the material U.S. federal income and, to the limited extent noted below, estate tax consequences to Non-U.S. Holders who purchase our Class A Common Stock pursuant to this Offering and who hold shares of our Class A Common Stock as capital assets within the meaning of Section 1221 of the Code. The summary below does not address all aspects of U.S. federal income taxation that may be important to a Non-U.S. Holder in light of such Non-U.S. Holder's particular circumstances or that may be applicable to Non-U.S. Holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, dealers in securities, traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, Non-U.S. Holders who acquire our Class A Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein), controlled foreign corporations, passive foreign investment companies, companies that accumulate earnings to avoid U.S. federal income tax, former citizens or former long-term residents of the United States, and Non-U.S. Holders who hold our Class A Common Stock as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than U.S. federal income tax laws (such as U.S. federal estate tax (except to the limited extent noted below), alternative minimum tax or the Medicare contribution tax on certain net investment income), nor does it address any aspects of U.S. state, local or non-U.S. taxes. Non-U.S. Holders should consult with their own tax advisors regarding the possible application of these taxes.

For the purposes of this discussion, the term "Non-U.S. Holder" means a beneficial owner of our Class A Common Stock that is an individual, corporation, estate or trust, other than:

•: an individual who is a citizen or resident of the United States as determined for U.S. federal income tax purposes;
•: a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
•: a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our Class A Common Stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that, for U.S. federal income tax purposes, are treated as partners in a partnership holding shares of our Class A Common Stock should consult their own tax advisors.

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THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK. NON-U.S. HOLDERS OF OUR CLASS A COMMON STOCK SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF OTHER U.S. FEDERAL TAX LAWS AND ANY STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK.

Distributions on our Class A Common Stock

Distributions of cash or property made in respect of our Class A Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Except as described below under "— Effectively Connected Income ," a Non-U.S. Holder generally will be subject to U.S. federal withholding tax at a rate of 30%, or such lower rate specified by an applicable income tax treaty, on any dividends received in respect of our Class A Common Stock. In order to obtain a reduced rate of U.S. federal withholding tax under an applicable income tax treaty, a Non-U.S. Holder will be required to provide a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form) certifying such Non-U.S. Holder's entitlement to benefits under the treaty. This certification must be provided to us (or our paying agent) prior to the payment of dividends and may be required to be updated periodically. Non-U.S. Holders are urged to consult their own tax advisors regarding the possible entitlement to benefits under an income tax treaty.

To the extent a distribution exceeds our current and accumulated earnings and profits, such excess first will be treated as a return of capital to the extent of the Non-U.S. Holder's tax basis in our Class A Common Stock, and thereafter will be treated as capital gain. If we are unable to determine to what extent a distribution is in excess of our current or accumulated earnings and profits, we may withhold on the entire distribution, in which case the Non-U.S. Holder would be entitled to a refund from the IRS for the withholding tax on any portion of the distribution that is determined to be in excess of our current and accumulated earnings and profits.

Gain on the Sale or Other Disposition of our Class A Common Stock

Subject to the discussions below under "— Information Reporting and Backup Withholding " and "— FATCA ," a Non-U.S. Holder generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale or other taxable disposition of our Class A Common Stock unless:

•: the gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business in the United States, and if an applicable income tax treaty applies, is attributable to a U.S. permanent establishment or fixed base, in which case the gain will be subject to tax in the manner described below under "— Effectively Connected Income ";
•: the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met, in which case the gain (reduced by any U.S. source capital losses) will be subject to a flat 30% (or a lower applicable treaty rate) tax; or
•: we are, or have been, a "United States real property holding corporation" for U.S. federal income tax purposes, at any time during the shorter of the five-year period preceding such disposition and the Non-U.S. Holder's holding period in our Class A Common Stock; provided, that so long as our Class A Common Stock is regularly traded on an established securities market, a Non-U.S. Holder generally would be subject to taxation with respect to a taxable

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disposition of our Class A Common Stock only if at any time during that five-year or shorter period it owned more than 5%, directly or indirectly by attribution of our Class A Common Stock.

Under U.S. federal income tax laws, we will be a United States real property holding corporation if the fair market value of our "United States real property interests" equals or exceeds 50% of the sum of (i) our real property interests plus (ii) any other of our assets used or held for use in a trade or business. It is possible that we currently are a United States real property holding corporation based upon the composition of our assets. If we are considered a United States real property holding corporation, any taxable gain recognized by a Non-U.S. Holder that owns (or owned while we were a United States real property holding corporation) more than 5% of our Class A Common Stock (directly or indirectly by attribution) on the sale or other taxable disposition of our Class A Common Stock will be subject to U.S. federal income tax as if the gain were effectively connected with the conduct of the Non-U.S. Holder's trade or business in the United States so long as we remain a United States real property holding corporation or were a United States real property holding corporation at any time during the time period described above. See "— Effectively Connected Income ." If we are considered a United States real property holding corporation and our Class A Common Stock ceases to be regularly traded on an established securities market, a transferee of our Class A Common Stock generally would be required to withhold tax, under U.S. federal income tax laws, in an amount equal to 10% of the amount realized by a Non-U.S. Holder on the sale or other taxable disposition of our Class A Common Stock. The rules regarding United States real property interests are complex, and Non-U.S. Holders are urged to consult with their own tax advisors on the application of these rules based on their particular circumstances.

Effectively Connected Income

If a dividend received on our Class A Common Stock, or gain from a sale or other taxable disposition of our Class A Common Stock, is treated as effectively connected with a Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to such Non-U.S. Holder's U.S. permanent establishment or fixed base), such Non-U.S. Holder generally will be subject to U.S. federal income tax on a net income basis on any such dividends or gains in the same manner as if such Non-U.S. Holder were a United States person (as defined in the Code) unless an applicable income tax treaty provides otherwise. Such Non-U.S. Holder generally will be exempt from withholding tax on any such dividends, provided such Non-U.S. Holder complies with certain certification requirements (generally on IRS Form W-8ECI). In addition, a Non-U.S. Holder that is a foreign corporation may be subject to a branch profits tax at a rate of 30% (or a lower rate provided by an applicable income tax treaty) on such Non-U.S. Holder's earnings and profits for the taxable year that are effectively connected with such Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to such holder's U.S. permanent establishment), subject to adjustments.

Information Reporting and Backup Withholding

Generally, we must report to our Non-U.S. Holders and the IRS the amount of dividends paid during each calendar year, if any, and the amount of any tax withheld. These information reporting requirements apply even if no withholding is required (e.g., because the distributions are effectively connected with the Non-U.S. Holder's conduct of a United States trade or business, or withholding is eliminated by an applicable income tax treaty). This information also may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. Holder resides or is established.

Backup withholding generally will not apply to distributions to a Non-U.S. Holder on shares of our Class A Common Stock provided that the Non-U.S. Holder furnishes to us or our paying agent the

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required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, or certain other requirements are met. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the Non-U.S. Holder is a United States person (as defined in the Code) that is not an exempt recipient.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our Class A Common Stock within the United States or conducted through certain U.S.-related financial intermediaries, unless the beneficial owner furnishes to the applicable paying agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form S-ECI (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined in the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax but merely an advance payment, which may be credited against a Non-U.S. Holder's U.S. federal income tax liability or refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied by the Non-U.S. Holder to the IRS.

FATCA

Pursuant to the Foreign Account Tax Compliance Act, or "FATCA," foreign financial institutions (which include most foreign hedge funds, private equity funds, mutual funds, securitization vehicles and any other investment vehicles) and certain other foreign entities must comply with new information reporting rules with respect to their U.S. account holders and investors or confront a new withholding tax on U.S. source payments made to them (whether received as a beneficial owner or as an intermediary for another party). More specifically, a foreign financial institution or other foreign entity that does not comply with the FATCA reporting requirements generally will be subject to a 30% withholding tax with respect to any "withholdable payments." For this purpose, withholdable payments generally include U.S. source payments otherwise subject to nonresident withholding tax (e.g., U.S. source dividends) and also generally include the entire gross proceeds from the sale of any equity or debt instruments of U.S. issuers. This FATCA withholding tax will apply even if the payment would otherwise not be subject to U.S. nonresident withholding tax (e.g., because it is capital gain). The FATCA withholding obligation currently applies to payments of dividends on U.S. common stock and will apply to proceeds from dispositions of U.S. common stock on or after January 1, 2019. FATCA withholding will not apply to withholdable payments made directly to foreign governments, international organizations, foreign central banks of issue and individuals, and the U.S. Treasury is authorized to provide additional exceptions. An intergovernmental agreement between the United States and an applicable non-U.S. country may modify the requirements described above.

Non-U.S. Holders are urged to consult with their own tax advisors regarding the effect, if any, of the FATCA provisions to them based on their particular circumstances.

Federal Estate Tax

Individuals who are not citizens or residents of the United States (as defined for U.S. federal estate tax purposes) and entities the property of which is potentially includible in such an individual's gross estate for U.S. federal estate tax purposes should note that, absent an applicable treaty exemption, our Class A Common Stock will be treated as U.S.-situs property subject to U.S. federal estate tax.

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UNDERWRITING (CONFLICTS OF INTEREST)

Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. are acting as representatives of each of the underwriters named below. Subject to the terms and conditions of the underwriting agreement, the underwriters named below have severally agreed to purchase from us and the selling stockholders the following respective number of shares of Class A Common Stock at a public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus:

Underwriter		Number of Shares

Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Goldman, Sachs & Co.
Total

The underwriting agreement provides that the underwriters' obligation to purchase shares of Class A Common Stock depends on the satisfaction of the conditions contained in the underwriting agreement including:

•: the obligation to purchase all of the shares of Class A Common Stock offered hereby (other than those shares of Class A Common Stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;
•: the representations and warranties made by us and the selling stockholders to the underwriters are true;
•: there is no material change in our business or the financial markets; and
•: we and the selling stockholders deliver customary closing documents to the underwriters.

The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right to reject any order in whole or in part.

Commissions and Expenses

The following table summarizes the underwriting discounts and commissions we and the selling stockholders will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares. The underwriting fee is the difference between the initial offering price to the public and the amount the underwriters pay us for the shares.

	Per Share		Total

	No Exercise	Full Exercise	No Exercise	Full Exercise
Public offering price
Underwriting discounts and commissions
Paid by Station Corp.
Paid by the selling stockholders.

The representatives of the underwriters have advised us that the underwriters propose to offer the shares of Class A Common Stock directly to the public at the public offering price on the cover of this prospectus and to selected dealers, which may include the underwriters, at such offering price less a

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selling concession not in excess of $ per share. The underwriters may allow, and the selected dealers may re-allow, a discount from the concession not in excess of $ per share to brokers and dealers. After the Offering, the representatives may change the offering price and other selling terms. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The expenses of the Offering that are payable by us are estimated to be approximately $ (excluding underwriting discounts and commissions), including approximately $ in connection with the qualification of the Offering with FINRA by counsel to the underwriters.

Option to Purchase Additional Shares

We have granted the underwriters an option exercisable for 30 days after the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of shares at the public offering price less underwriting discounts and commissions. To the extent the underwriters exercise this option, each underwriter will be committed, so long as the conditions of the underwriting agreement are satisfied, to purchase a number of additional shares of Class A Common Stock proportionate to that underwriter's initial commitment as indicated in the preceding table, and we will be obligated to sell the additional shares of Class A Common Stock to the underwriters.

No Sales of Similar Securities

We, our executive officers and directors and our other existing security holders, including the selling stockholders, have agreed not to sell or transfer any Class A Common Stock or securities convertible into, exchangeable for, exercisable for, or repayable with Class A Common Stock (including the LLC Units), for 180 days after the date of this prospectus without first obtaining the written consent of Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC, other than shares of Class A Common Stock issuable upon exercise of the Warrants or in substitution of the outstanding profit units. Specifically, we and these other persons have agreed, with certain limited exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any Class A Common Stock, or any options or warrants to purchase any Class A Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive Class A Common Stock (including the LLC Units), whether now owned or hereinafter acquired, owned directly by us or these other persons (including holding as a custodian) or with respect to which we or such other persons has beneficial ownership within the rules and regulations of the SEC. We and such other persons have agreed that these restrictions expressly preclude us and such other persons from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of our or such other persons' Class A Common Stock if such Class A Common Stock would be disposed of by someone other than us or such other persons. Prohibited hedging or other transactions includes any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of our or such other persons' Class A Common Stock or with respect to any security that includes, relates to, or derives any significant part of its value from such Class A Common Stock (including the LLC Units).

Offering Price Determination

Prior to this Offering, there has been no public market for our Class A Common Stock. The initial public offering price will be negotiated between us and the representatives. In determining the initial public offering price of our Class A Common Stock, the representatives will consider:

•: the history and prospects for the industry in which we compete;
•: our financial information;

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•: the ability of our management, present stage of development and our business potential and earning prospects;
•: the prevailing securities markets at the time of this Offering; and
•: the recent market prices of, and the demand for, publicly traded shares of generally comparable companies.

Indemnification

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act and to contribute to payments that the underwriters may be required to make for these liabilities.

Stabilization, Short Positions and Penalty Bids

The underwriters may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or purchases for the purpose of pegging, fixing or maintaining the price of our Class A Common Stock, in accordance with Regulation M under the Exchange Act.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the Offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares, in whole or in part, and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the Offering.
•: Syndicate covering transactions involve purchases of our Class A Common Stock in the open market after the distribution has been completed in order to cover syndicate short positions.
•: Penalty bids permit the representatives to reclaim a selling concession from a syndicate member when the Class A Common Stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our Class A Common Stock or preventing or retarding a decline in the market price of our Class A Common Stock. As a result, the price of our Class A Common Stock may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the or otherwise and, if commenced, may be discontinued at any time.

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Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our Class A Common Stock. In addition, neither we nor any of the underwriters make any representation that the underwriters will engage in these stabilizing transactions or that any transaction, once commenced, will not be discontinued without notice.

Electronic Distribution

In connection with the Offering, certain of the underwriters or securities dealers may distribute prospectuses by electronic means, such as e-mail. In addition, certain of the underwriters may facilitate Internet distribution for this Offering to certain of its Internet subscription customers. Such underwriters may allocate a limited number of shares for sale to its online brokerage customers. A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the bookrunners of this Offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter's web site and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Listing

We intend to apply to list our Class A Common Stock on the under the symbol " ."

Discretionary Sales

The underwriters have informed us that they do not intend to confirm sales to discretionary accounts that exceed 5% of the total number of shares offered by them.

Stamp Taxes

Purchasers of the shares of our Class A Common Stock offered in this prospectus may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus. Accordingly, we urge you to consult a tax advisor with respect to whether you may be required to pay those taxes or charges, as well as any other tax consequences that may arise under the laws of the country of purchase.

Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they may receive customary fees and expenses.

In the ordinary course of business, the underwriters and their respective affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. Affiliates of J.P. Morgan Securities LLC and Goldman, Sachs & Co. each,

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directly or indirectly, own warrants that will become exercisable upon completion of this Offering to purchase less than 0.5% of our outstanding Class A Common Stock (on a fully converted basis).

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations . Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Offering.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a "Relevant Member State"), no offer of shares may be made to the public in that Relevant Member State other than:

A.: to any legal entity which is a qualified investor as defined in the Prospectus Directive;
B.: to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or
C.: in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is

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used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of the Offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression "an offer to the public" in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX

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Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the Offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre ("DIFC")

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority ("DFSA"). This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in the United Arab Emirates

The shares have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.

Notice to Prospective Investors in Australia

This prospectus:

•: does not constitute a disclosure document under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the "Corporations Act");
•: has not been, and will not be, lodged with the Australian Securities and Investments Commission ("ASIC"), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act; and

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•: may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Act. Accordingly, the shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under

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Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a): a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b): a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a): to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(b): where no consideration is or will be given for the transfer;
(c): where the transfer is by operation of law;
(d): as specified in Section 276(7) of the SFA; or
(e): as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore

Notice to Prospective Investors in Bermuda

Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 of Bermuda which regulates the sale of securities in Bermuda. Additionally, non-Bermudian persons (including companies) may not carry on or engage in any trade or business in Bermuda unless such persons are permitted to do so under applicable Bermuda legislation.

Notice to Prospective Investors in Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers of Securities Regulations as issued by the board of the Saudi Arabian Capital Market Authority ("CMA") pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial adviser.

Notice to Prospective Investors in the British Virgin Islands

The shares are not being, and may not be offered to the public or to any person in the British Virgin Islands for purchase or subscription by or on behalf of the Company. The shares may be offered to companies incorporated under the BVI Business Companies Act, 2004 (British Virgin Islands),

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"BVI Companies"), but only where the offer will be made to, and received by, the relevant BVI Company entirely outside of the British Virgin Islands.

This prospectus has not been, and will not be, registered with the Financial Services Commission of the British Virgin Islands. No registered prospectus has been or will be prepared in respect of the shares for the purposes of the Securities and Investment Business Act, 2010 ("SIBA") or the Public Issuers Code of the British Virgin Islands.

The shares may be offered to persons located in the British Virgin Islands who are "qualified investors" for the purposes of SIBA. Qualified investors include (i) certain entities which are regulated by the Financial Services Commission in the British Virgin Islands, including banks, insurance companies, licensees under SIBA and public, professional and private mutual funds; (ii) a company, any securities of which are listed on a recognised exchange; and (iii) persons defined as "professional investors" under SIBA, which is any person (a) whose ordinary business involves, whether for that person's own account or the account of others, the acquisition or disposal of property of the same kind as the property, or a substantial part of the property of the Company; or (b) who has signed a declaration that he, whether individually or jointly with his spouse, has net worth in excess of US$1,000,000 and that he consents to being treated as a professional investor.

Notice to Prospective Investors in China

This prospectus does not constitute a public offer of the shares, whether by sale or subscription, in the People's Republic of China (the "PRC"). The shares is not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the shares or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

Notice to Prospective Investors in Korea

The shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the "FSCMA"), and the shares have been and will be offered in Korea as a private placement under the FSCMA. None of the shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the "FETL"). The shares have not been listed on any of securities exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the shares. By the purchase of the shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the shares pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the shares has been or will be registered with the Securities Commission of Malaysia ("Commission") for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly

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or indirectly, to persons in Malaysia other than (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the shares, as principal, if the offer is on terms that the shares may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in the preceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies) based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution of the shares is made by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities. The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007.

Notice to Prospective Investors in Taiwan

The shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorised to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the shares in Taiwan.

Notice to Prospective Investors in South Africa

Due to restrictions under the securities laws of South Africa, the shares are not offered, and the Offer shall not be transferred, sold, renounced or delivered, in South Africa or to a person with an address in South Africa, unless one or other of the following exemptions applies:

(i): the offer, transfer, sale, renunciation or delivery is to duly registered banks, mutual banks, financial services provider, financial institution, the Public Investment Corporation (in each case registered as such in South Africa), a person who deals with securities in their ordinary course of business, or a wholly owned subsidiary of a bank, mutual bank, authorised services provider or financial institution, acting as agent in the capacity of an authorised portfolio manager for a pension fund (duly registered in South Africa), or as manager for a collective investment scheme(registered in South Africa); or
(ii): the contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than R1,000,000.

This document does not, nor is it intended to, constitute an "offer to the public" (as that term is defined in the South African Companies Act, 2008 (the "SA Companies Act") and does not, nor is it intended to, constitute a prospectus prepared and registered under the SA Companies Act. This document is not an "offer to the public" and must not be acted on or relied on by persons who do not fall within Section 96(1)(a) of the SA Companies Act (such persons being referred to as "relevant

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persons"). Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Conflicts of Interest

Because Deutsche Bank Securities Inc., an underwriter for this Offering, is an affiliate of GACC, which is a significant stockholder and one of the selling stockholders that will receive more than 5% of the net proceeds of this Offering, a conflict of interest under FINRA Rule 5121 is deemed to exist. Accordingly, this Offering will be conducted in accordance with that rule. Pursuant to FINRA Rule 5121, Deutsche Bank Securities Inc. will not confirm sales to any account over which it exercises discretionary authority without the specific prior written approval of the account holder. Pursuant to Rule 5121, a "qualified independent underwriter" (as defined in Rule 5121) must participate in the preparation of the prospectus and perform its usual standard of due diligence with respect to the registration statement and this prospectus. has agreed to act as qualified independent underwriter for the Offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act. We have also agreed to indemnify against certain liabilities incurred in connection with it acting as a qualified independent underwriter in this Offering, including liabilities under the Securities Act.

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LEGAL MATTERS

The validity of the shares of Class A Common Stock offered by this prospectus will be passed upon for us by Milbank, Tweed, Hadley & McCloy LLP, Los Angeles, California. The validity of the shares of Class A Common Stock offered by this prospectus will be passed upon for the underwriters by Davis Polk & Wardwell LLP, New York, New York.

EXPERTS

The balance sheet of Station Casinos Corp. as of September 9, 2015, appearing in this prospectus and registration statement has been audited by Ernst and Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and is included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The combined financial statements of Station Holdco at December 31, 2014 and 2013, and for each of the three years ended December 31, 2014, appearing in this prospectus and registration statement have been audited by Ernst and Young LLP, independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

A copy of the registration statement that relates to this Offering of our Class A Common Stock, including the exhibits and the financial statements and notes filed as a part of the registration statement, may be inspected without charge at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon the payment of fees prescribed by it. You may call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference facilities. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it.

We maintain a website at www.sclv.com. After the completion of this Offering, you may access our reports, proxy statements and other information free of charge at this website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information on or accessible through our website does not constitute part of, and is not incorporated by reference into, this prospectus.

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INDEX TO FINANCIAL STATEMENTS


Audited Historical Financial Statements of Station Casinos Corp .
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet as of September 9, 2015		F-3
Notes to Balance Sheet as of September 9, 2015		F-4
Audited Historical Combined Financial Statements of Station Holdco LLC and Fertitta Entertainment LLC
Independent Auditors' Report		F-5
Combined Balance Sheets as of December 31, 2014 and 2013		F-6
Combined Statements of Operations for the years ended December 31, 2014, 2013 and 2012		F-7
Combined Statements of Comprehensive Income (Loss) for the years ended December 31, 2014, 2013 and 2012		F-8
Combined Statements of Members' Equity for the years ended December 31, 2014, 2013 and 2012		F-9
Combined Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012		F-10
Notes to Combined Financial Statements		F-11
Unaudited Historical Condensed Combined Financial Statements of Station Holdco LLC and Fertitta Entertainment LLC
Condensed Combined Balance Sheets as of September 30, 2015 (unaudited) and December 31, 2014		F-56
Condensed Combined Statements of Income for the nine months ended September 30, 2015 and 2014 (unaudited)		F-57
Condensed Combined Statements of Comprehensive Income for the nine months ended September 30, 2015 and 2014 (unaudited)		F-58
Condensed Combined Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 (unaudited)		F-59
Notes to Unaudited Condensed Combined Financial Statements		F-60

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Station Casinos Corp.

We have audited the accompanying balance sheet of Station Casinos Corp. (the "Company") as of September 9, 2015. The financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above presents fairly, in all material respects, the financial position of Station Casinos Corp. as of September 9, 2015, in conformity with U.S. generally accepted accounting principles.


				/s/ Ernst & Young LLP

Las Vegas, Nevada
October 13, 2015

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STATION CASINOS CORP.

BALANCE SHEET

SEPTEMBER 9, 2015


ASSETS
Current assets:
Cash and cash equivalents	$	—

Total assets	$	—



Commitments and contingencies
STOCKHOLDER'S EQUITY
Common stock $0.01 par value per share, 1,000 shares authorized, none issued or outstanding	$	—

Total stockholder's equity	$	—

The accompanying notes are an integral part of this balance sheet.

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STATION CASINOS CORP.

NOTES TO BALANCE SHEET

1. Organization

Station Casinos Corp. (the "Company") was formed as a Delaware corporation on September 9, 2015. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Station Holdco LLC.

2. Summary of Significant Accounting Policies

Basis of Accounting

The balance sheet is presented in accordance with accounting principles generally accepted in the United States of America. Separate statements of operations, comprehensive income, changes in stockholder's equity, and cash flows have not been presented because there have been no activities in this entity.

3. Stockholder's Equity

The Company is authorized to issue 1,000 shares of common stock, par value $0.01 per share, none of which have been issued or are outstanding.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Members of Station Holdco LLC:

We have audited the accompanying combined balance sheets of the entities listed at Note 1 (collectively, referred to as "Station Holdco LLC" or the "Company"), as of December 31, 2014 and 2013, and the related combined statements of operations, comprehensive income (loss), members' equity, and cash flows for each of the three years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the combined financial position of the Company as of December 31, 2014 and 2013, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.


				/s/ Ernst & Young LLP

Las Vegas, Nevada
October 13, 2015

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STATION HOLDCO LLC

COMBINED BALANCE SHEETS

(amounts in thousands)

	December 31,

	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	122,579		$	133,598
Restricted cash		1,067			1,067
Receivables, net		35,621			45,846
Inventories		9,960			8,937
Prepaid gaming tax		19,426			18,966
Prepaid expenses and other current assets		7,719			8,838
Current assets of discontinued operations		1,746			5,300

Total current assets		198,118			222,552
Property and equipment, net		2,136,910			2,156,476
Goodwill		195,676			195,676
Intangible assets, net		168,332			186,667
Land held for development		202,222			216,021
Investments in joint ventures		19,840			14,799
Native American development costs		9,619			6,806
Related party note receivable		16,825			16,104
Other assets, net		48,417			59,728
Noncurrent assets of discontinued operations		—			23,669

Total assets	$	2,995,959		$	3,098,498



LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	26,256		$	17,888
Accrued interest payable		15,049			16,951
Other accrued liabilities		121,436			116,754
Current portion of long-term debt		83,892			72,813
Current liabilities of discontinued operations		251			7,543

Total current liabilities		246,884			231,949
Long-term debt, less current portion		2,083,607			2,147,985
Deficit investments in joint venture		2,339			2,308
Interest rate swaps and other long-term liabilities, net		19,012			23,435

Total liabilities		2,351,842			2,405,677

Commitments and contingencies (Note 19)
Members' equity:
Combined members' equity		625,042			667,219
Accumulated other comprehensive loss		(7,099	)		(11,933	)

Total combined members' equity		617,943			655,286
Noncontrolling interest		26,174			37,535

Total members' equity		644,117			692,821

Total liabilities and members' equity	$	2,995,959		$	3,098,498

The accompanying notes are an integral part of these combined financial statements.

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STATION HOLDCO LLC

COMBINED STATEMENTS OF OPERATIONS

(amounts in thousands)

	Year Ended December 31,

	2014			2013			2012
Operating revenues:
Casino	$	897,361		$	882,241		$	885,629
Food and beverage		239,212			235,722			237,770
Room		112,664			105,630			106,348
Other		70,522			67,431			69,704
Management fees		68,782			59,758			30,793

Gross revenues		1,388,541			1,350,782			1,330,244
Promotional allowances		(96,925	)		(94,645	)		(100,023	)

Net revenues		1,291,616			1,256,137			1,230,221

Operating costs and expenses:
Casino		341,490			339,651			355,199
Food and beverage		157,191			161,790			161,167
Room		45,479			43,062			43,106
Other		28,979			26,580			26,987
Selling, general and administrative		320,120			327,820			308,158
Preopening		640			222			311
Depreciation and amortization		127,961			128,958			129,267
Management fee expense		—			—			15,581
Impairment of goodwill		—			1,183			—
Asset impairment		11,739			—			10,066
Write-downs and other charges, net		20,956			11,895			9,958

		1,054,555			1,041,161			1,059,800

Operating income		237,061			214,976			170,421
Earnings from joint ventures		924			1,603			1,773

Operating income and earnings from joint ventures		237,985			216,579			172,194
Other (expense) income:
Interest expense, net		(151,702	)		(165,220	)		(189,781	)
Loss on extinguishment of debt		(4,132	)		(147,131	)		(51,796	)
Gain on Native American development		49,074			16,974			102,816
Change in fair value of derivative instruments		(90	)		(291	)		(921	)

		(106,850	)		(295,668	)		(139,682	)

Net income (loss) from continuing operations		131,135			(79,089	)		32,512
Discontinued operations		(42,548	)		(24,976	)		(13,003	)

Net income (loss)		88,587			(104,065	)		19,509
Less: net loss attributable to noncontrolling interests		(11,955	)		(9,067	)		(1,606	)

Net income (loss) attributable to Station Holdco LLC	$	100,542		$	(94,998	)	$	21,115

The accompanying notes are an integral part of these combined financial statements.

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STATION HOLDCO LLC

COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

	Year Ended December 31,

	2014			2013			2012
Net income (loss)	$	88,587		$	(104,065	)	$	19,509
Other comprehensive income (loss):
Unrealized gain (loss) on interest rate swaps:
Unrealized (loss) gain arising during period		(7,999	)		772			(18,918	)
Reclassification of unrealized loss into income		12,896			13,133			13,187

Unrealized gain (loss) on interest rate swaps, net		4,897			13,905			(5,731	)
Unrealized (loss) gain on available-for-sale securities		(63	)		(166	)		213

Other comprehensive income (loss)		4,834			13,739			(5,518	)

Comprehensive income (loss)		93,421			(90,326	)		13,991
Less comprehensive loss attributable to noncontrolling interests		(11,955	)		(9,067	)		(1,606	)

Comprehensive income (loss) attributable to Station Holdco LLC	$	105,376		$	(81,259	)	$	15,597

The accompanying notes are an integral part of these combined financial statements.

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STATION HOLDCO LLC

COMBINED STATEMENTS OF MEMBERS' EQUITY

(amounts in thousands)

	Combined members' equity			Accumulated other comprehensive loss			Total combined members' equity			Noncontrolling interest			Total members' equity

Balances, December 31, 2011	$	819,831		$	(20,154	)	$	799,677		$	42,799		$	842,476
Unrealized loss on interest rate swaps		—			(5,731	)		(5,731	)		—			(5,731	)
Unrealized gain on available-for-sale securities		—			213			213			—			213
Combination of Fertitta Entertainment		3,467			—			3,467			—			3,467
Share-based compensation		8,129			—			8,129			47			8,176
Capital contributions from noncontrolling interests		—			—			—			8,616			8,616
Acquisition of Fertitta Interactive		5,605			—			5,605			6,475			12,080
Deemed distribution		(12,638	)		—			(12,638	)		—			(12,638	)
Distributions		(25,925	)		—			(25,925	)		(11,302	)		(37,227	)
Net income (loss)		21,115			—			21,115			(1,606	)		19,509

Balances, December 31, 2012		819,584			(25,672	)		793,912			45,029			838,941
Unrealized gain on interest rate swaps		—			13,905			13,905			—			13,905
Unrealized loss on available-for-sale securities		—			(166	)		(166	)		—			(166	)
Share-based compensation		13,536			—			13,536			95			13,631
Capital contributions from noncontrolling interests		—			—			—			15,316			15,316
Redemption of noncontrolling interests		(1,673	)		—			(1,673	)		(3,634	)		(5,307	)
Distributions		(69,230	)		—			(69,230	)		(10,204	)		(79,434	)
Net loss		(94,998	)		—			(94,998	)		(9,067	)		(104,065	)

Balances, December 31, 2013		667,219			(11,933	)		655,286			37,535			692,821
Unrealized gain on interest rate swaps		—			4,897			4,897			—			4,897
Unrealized loss on available-for-sale securities		—			(63	)		(63	)		—			(63	)
Share-based compensation		10,600			—			10,600			23			10,623
Capital contributions from noncontrolling interests		—			—			—			9,969			9,969
Liquidation of Fertitta Interactive		—			—			—			696			696
Distributions		(153,319	)		—			(153,319	)		(10,094	)		(163,413	)
Net income (loss)		100,542			—			100,542			(11,955	)		88,587

Balances, December 31, 2014	$	625,042		$	(7,099	)	$	617,943		$	26,174		$	644,117

The accompanying notes are an integral part of these combined financial statements.

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STATION HOLDCO LLC

COMBINED STATEMENTS OF CASH FLOWS

(amounts in thousands)

	Year Ended December 31,

	2014			2013			2012
Cash flows from operating activities:
Net income (loss)	$	88,587		$	(104,065	)	$	19,509
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		132,043			134,053			132,298
Change in fair value of derivative instruments		90			291			921
Amortization of deferred losses on derivative instruments		12,896			11,064			2,812
Write-downs and other charges, net		18,314			9,980			554
Impairment of goodwill		5,562			1,183			—
Asset impairment		27,688			258			12,973
Amortization of debt discount and debt issuance costs		18,182			23,665			70,506
Interest—paid in kind		4,158			4,115			4,106
Share-based compensation		12,775			16,438			8,166
Earnings from joint ventures		(924	)		(1,603	)		(1,773	)
Distributions from joint ventures		1,877			1,623			1,847
Gain on Native American development		(49,074	)		(16,974	)		(102,816	)
Loss on extinguishment of debt		4,132			148,597			51,796
Changes in assets and liabilities:
Restricted cash		—			913			25
Receivables, net		(6,700	)		2,228			(2,574	)
Interest on related party notes receivable		(742	)		(754	)		(469	)
Inventories and prepaid expenses		(73	)		(1,606	)		3,559
Accounts payable		2,911			(3,613	)		3,541
Accrued interest payable		(1,782	)		13,612			5,058
Other accrued liabilities		(3,234	)		14,348			7,190
Other, net		3,105			(3,063	)		607

Net cash provided by operating activities		269,791			250,690			217,836

Cash flows from investing activities:
Capital expenditures, net of related payables		(102,748	)		(86,728	)		(62,048	)
Proceeds from asset sales		2,739			3,468			908
Investment in joint ventures		(6,817	)		(5,365	)		—
Acquisition of Fertitta Interactive		—			—			(7,741	)
Distributions in excess of earnings from joint ventures		1,019			315			492
Proceeds from repayment of Native American development costs		66,048			—			195,779
Native American development costs		(2,630	)		(3,551	)		(19,882	)
Issuance of related party notes receivable		(500	)		—			(4,300	)
Other, net		2			(2,376	)		(6,107	)

Net cash (used in) provided by investing activities		(42,887	)		(94,237	)		97,101

Cash flows from financing activities:
Proceeds from issuance of 7.50% Senior Notes		—			499,935			—
Repayment of Senior Notes		—			(625,000	)		—
Borrowings under credit agreements with original maturity dates greater than three months		—			1,631,622			676,687
Borrowings (payments) under credit agreements with original maturities of three months or less, net		1,250			(18,000	)		(6,150	)
Payments under credit agreements with original maturities greater than three months		(71,129	)		(1,518,248	)		(880,611	)
Cash paid for early extinguishment of debt		—			—			(9,882	)
Distributions to members and noncontrolling interests		(163,413	)		(79,434	)		(37,227	)
Deemed distribution		—			—			(12,638	)
Payments of debt issuance costs		(2,454	)		(36,336	)		(16,878	)
Payments on derivative instruments with other-than-insignificant financing elements		(10,980	)		(9,039	)		—
Capital contributions from noncontrolling interests		9,969			15,316			8,616
Other, net		(4,911	)		(9,352	)		(1,887	)

Net cash used in financing activities		(241,668	)		(148,536	)		(279,970	)

Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
(Decrease) increase in cash and cash equivalents		(14,764	)		7,917			34,967
Balance, beginning of year		138,080			130,163			95,196

Balance, end of year	$	123,316		$	138,080		$	130,163



Supplemental cash flow disclosures:
Cash paid for interest, net of $0, $0, and $3,721 capitalized, respectively	$	129,090		$	118,262		$	109,348
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	17,360		$	11,492		$	22,283
Issuance of note payable with option by Fertitta Interactive in exchange for redemption of noncontrolling interest	$	—		$	4,600		$	—
Equity issued to noncontrolling interests of Fertitta Interactive in settlement of notes payable	$	—		$	—		$	8,148

The accompanying notes are an integral part of these combined financial statements.

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS

1. Basis of Presentation, Organization and Background

The combined financial statements of Station Holdco LLC ("Station Holdco") comprise the financial statements of Station Holdco, Station Voteco LLC ("Station Voteco"), Station Casinos LLC and its consolidated subsidiaries ("Station LLC"), and Fertitta Entertainment LLC and its consolidated subsidiaries ("Fertitta Entertainment") (as combined, "Station Holdco Combined" or the "Company"). Station LLC is a gaming, development and management company that owns, operates and manages hotel and casino properties. Station Holdco and Station Voteco hold all of the economic and voting interests, respectively in Station LLC. Station LLC operates under management agreements with Fertitta Entertainment LLC ("Fertitta Entertainment").

On April 30, 2012, Station Holdco, Station Voteco and Fertitta Entertainment and their respective consolidated subsidiaries became under the common control of brothers Frank J. Fertitta III and Lorenzo J. Fertitta, who collectively hold more than 50% of their voting and economic interests.

In October 2015, Station LLC entered into an agreement to purchase all of the outstanding membership interests of Fertitta Entertainment for $460 million (the "Fertitta Entertainment Acquisition") which constitutes an acquisition of an entity under common control. The consummation of the purchase is subject to the satisfaction of customary conditions, including receipt of required gaming approvals and the expiration of the waiting period under the Hart-Scott-Rodino Act. See Fertitta Entertainment LLC below for additional information about the proposed purchase of Fertitta Entertainment by Station LLC.

The accompanying combined financial statements represent the effect of the retrospective combination of the financial statements of Station Holdco and Fertitta Entertainment for all periods subsequent to April 30, 2012. Our predecessor entity for accounting purposes is Station Holdco.

Station Casinos LLC, Station Holdco LLC and Station Voteco LLC

Station LLC owns and operates nine major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas metropolitan area. Station LLC also manages a casino in Sonoma County, California, which opened on November 5, 2013, and a casino in Allegan County in southwestern Michigan, which opened in February 2011, both on behalf of Native American tribes.

Station LLC acquired substantially all of the assets of Station Casinos, Inc. ("STN") and Green Valley Ranch Gaming LLC pursuant to Chapter 11 plans of reorganization, which became effective on June 17, 2011, and adopted fresh-start reporting at that date in accordance with the accounting guidance for reorganizations. In addition, on June 17, 2011, Station LLC entered into various new or amended credit agreements. Non-Voting Units representing 100% of Station LLC's outstanding economic interests were issued to Station Holdco and Voting Units representing 100% of Station LLC's outstanding voting power were issued to Station Voteco. The transactions that occurred on June 17, 2011 are collectively referred to herein as the "Restructuring Transactions".

Fertitta Entertainment LLC

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

1. Basis of Presentation, Organization and Background (Continued)

Station LLC's executive officers and certain other key personnel are employed by Fertitta Entertainment and provide services to Station LLC pursuant to the management agreements. Upon consummation of the Fertitta Entertainment Acquisition, the management agreements will be terminated and Station LLC expects to assume or enter into new employment agreements or other employment relationships with its executive officers and other individuals who were employed by Fertitta Entertainment and provided services to Station LLC through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition

The amounts shown in the accompanying combined financial statements also include the accounts of MPM Enterprises, LLC ("MPM"), a 50% owned, consolidated variable interest entity ("VIE") of Station LLC. Investments in all other 50% or less owned affiliated companies are accounted for using the equity method.

All significant intercompany and intra-company transactions, including the effects of the management agreements, have been eliminated.

2. Summary of Significant Accounting Policies

The accompanying combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP").

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the combined financial statements and the accompanying notes. Significant estimates incorporated into the Company's combined financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated cash flows and other factors used in assessing the recoverability of goodwill, intangible assets and other long-lived assets, the estimated fair values of certain assets related to write-downs and impairments, the estimated reserve for self-insured insurance claims, the estimated costs associated with the Company's player rewards program, and the estimated liabilities related to litigation, claims and assessments. Actual results could differ from those estimates.

Discontinued Operations

During the fourth quarter of 2014, Station LLC's majority-owned consolidated subsidiary, Fertitta Interactive LLC ("Fertitta Interactive"), ceased operations. The results of operations of Fertitta Interactive are reported in discontinued operations in the Combined Statements of Operations for all periods presented, and the assets and liabilities of Fertitta Interactive are reported separately in the Combined Balance Sheets. The Combined Statements of Cash Flows have not been adjusted for discontinued operations. See Note 3 for additional information.

Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value, and utilizes the fair value hierarchy established by the accounting guidance for fair value measurements and disclosures to

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

categorize the inputs to valuation techniques used to measure fair value into three levels. The three levels of inputs are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The accounting guidance for fair value measurements and disclosures also provides the option to measure certain financial assets and liabilities at fair value with changes in fair value recognized in earnings each period. The Company has not elected to measure any financial assets and liabilities at fair value that are not required to be measured at fair value.

Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, restricted cash, receivables and accounts payable approximate fair value primarily because of the short maturities of these instruments. See Note 13 for information about the fair value of the Company's financial instruments.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and investments purchased with an original maturity of 90 days or less.

Restricted Cash

Restricted cash primarily represents remaining escrow account balances related to the Restructuring Transactions.

Receivables, Net and Credit Risk

Receivables, net consist primarily of casino, hotel, ATM, cash advance, retail, management fees and other receivables, which are typically non-interest bearing. Receivables, net at December 31, 2013 included $17.0 million due from the Federated Indians of Graton Rancheria for certain reimbursable advances, which was collected in January 2014.

Receivables are initially recorded at cost and an allowance for doubtful accounts is maintained to reduce receivables to their carrying amount, which approximates fair value. The allowance is estimated based on a specific review of customer accounts, historical collection experience, the age of the receivable and other relevant factors. Accounts are written off when management deems the account to be uncollectible, and recoveries of accounts previously written off are recorded when received. As of December 31, 2014 and 2013, the allowance for doubtful accounts was $1.7 million and $2.7 million, respectively. Management believes there are no significant concentrations of credit risk.

Inventories

Inventories primarily represent food and beverage items and retail merchandise which are stated at the lower of cost or market. Cost is determined on a weighted-average basis.

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

Assets Held for Sale

Property and Equipment

Property and equipment is initially recorded at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, or for leasehold improvements, the shorter of the estimated useful life of the asset or the lease term, as follows:


Buildings and improvements		10 to 45 years
Furniture, fixtures and equipment		3 to 7 years

Costs of major improvements are capitalized, while costs of normal repairs and maintenance are charged to expense as incurred. Construction in progress is related to the construction or development of property and equipment that has not yet been placed in service for its intended use. Depreciation and amortization for property and equipment commences when the asset is placed in service. When assets are retired or otherwise disposed, the related cost and accumulated depreciation are removed from the accounts and the gain or loss on disposition is recognized within write-downs and other charges, net. Assets recorded under capital leases are included in property and equipment and amortization of assets recorded under capital leases is included in depreciation expense and accumulated depreciation. The Company makes estimates and assumptions when accounting for capital expenditures. The Company's depreciation expense is highly dependent on the assumptions it makes about its assets' estimated useful lives. Useful lives are estimated by the Company based on its experience with similar assets and estimates of the usage of the asset. Whenever events or circumstances occur which change the estimated useful life of an asset, the Company accounts for the change prospectively.

Native American Development Costs

The Company incurs certain costs associated with development and management agreements entered into with Native American tribes (the "Tribes"). In accordance with the accounting guidance for real estate, costs for the acquisition and related development of land and the casino facilities are capitalized as long-term assets. The assets are typically transferred to the Tribe when the Tribe secures third-party financing or the gaming facility is completed. Upon transfer of the assets to the Tribe, a long term receivable is recognized in an amount equal to any remaining carrying amount that has not yet been recovered from the Tribe.

The Company capitalizes interest on Native American development projects when activities are in progress to prepare the asset for its intended use.

The Company earns a return on the costs incurred for the acquisition and development of the projects. Due to the uncertainty surrounding the estimated costs to complete and the collectability of the stated return, it accounts for the return earned on Native American development costs using the cost recovery method described in the accounting guidance for real estate sales. Recognition of the return is deferred until the assets are transferred to the Tribe, the carrying amount of the assets has

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

been fully recovered and the return is realizable. Repayment of the advances and the return typically is funded from the Tribe's third-party financing, from the cash flows of the gaming facility, or both.

The Company evaluates its Native American development costs for impairment whenever events or changes in circumstances indicate that the carrying amount of a project might not be recoverable, taking into consideration all available information. Among other things, the Company considers the status of the project, any contingencies, the achievement of milestones, any existing or potential litigation, and regulatory matters when evaluating its Native American projects for impairment. If an indicator of impairment exists, the Company compares the estimated future cash flows of the project, on an undiscounted basis, to its carrying amount. If the undiscounted expected future cash flows do not exceed the carrying amount, the asset is written down to its estimated fair value, with fair value typically estimated based on a discounted future cash flow model or market comparables, when available. The Company estimates the undiscounted future cash flows of its Native American development project based on consideration of all positive and negative evidence about the future cash flow potential of the project including, but not limited to, the likelihood that the project will be successfully completed, the status of required approvals, and the status and timing of the construction of the project, as well as current and projected economic, political, regulatory and competitive conditions that may adversely impact the project's operating results.

Capitalization of Interest

The Company capitalizes interest costs associated with debt incurred in connection with major construction projects. Interest capitalization ceases once the project is substantially complete or no longer undergoing construction activities to prepare it for its intended use. When no debt is specifically identified as being incurred in connection with such construction projects, the Company capitalizes interest on amounts expended on the project at its weighted average cost of borrowings. No interest was capitalized for the years ended December 31, 2014 and 2013. Capitalized interest for the year ended December 31, 2012 was $3.7 million.

Goodwill and Other Intangible Assets

The Company's goodwill primarily resulted from Station LLC's adoption of fresh-start reporting in connection with the Restructuring Transactions in 2011. The Company tests its goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that impairment may have occurred. Impairment testing for goodwill is performed at the reporting unit level.

The Company's annual goodwill impairment testing utilizes a two-step process. In the first step, the estimated fair value of each reporting unit is compared with its carrying amount, including goodwill. The fair value of each reporting unit is estimated using the expected present value of future cash flows along with value indications provided by the current valuation multiples of comparable publicly traded companies. If the carrying amount of the reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the Company estimates the implied fair value of the reporting unit's goodwill by allocating the estimated fair value of the reporting unit to the assets and liabilities of the reporting unit, as if the reporting unit had been acquired in a business combination. If the carrying amount of

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

the reporting unit's goodwill exceeds its implied fair value, an impairment loss is recognized in an amount equal to the excess.

Indefinite-Lived Intangible Assets

The Company's indefinite-lived intangible assets primarily represent brands and certain license rights. The fair value of brands is estimated using a derivation of the income approach to valuation, based on estimated royalties avoided through ownership of the assets, utilizing market indications of fair value. The Company tests its indefinite-lived intangible assets for impairment annually during the fourth quarter of each year, and whenever events or circumstances indicate that it is more likely than not that an asset is impaired. Indefinite-lived intangible assets are not amortized unless it is determined that their useful life is no longer indefinite. The Company periodically reviews its indefinite-lived assets to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite-lived intangible asset no longer has an indefinite life, then the asset is tested for impairment and is subsequently accounted for as a finite-lived intangible asset.

Finite-Lived Intangible Assets

The Company's finite-lived intangible assets primarily represent assets related to its management contracts and customer relationships, which are amortized over their estimated useful lives using the straight-line method. The Company periodically evaluates the remaining useful lives of its finite-lived intangible assets to determine whether events and circumstances warrant a revision to the remaining period of amortization.

The Company's customer relationship intangible asset primarily represents the value associated with its rated casino guests. The initial fair value of the customer relationship intangible asset was estimated based on the projected net cash flows associated with these casino guests. The recoverability of the Company's customer relationship intangible asset could be affected by, among other things, increased competition within the gaming industry, a downturn in the economy, declines in customer spending which would impact the expected future cash flows associated with the rated casino guests, declines in the number of customer visits which could impact the expected attrition rate of the rated casino guests, and erosion of operating margins associated with rated casino guests. Should events or changes in circumstances cause the carrying amount of the customer relationship intangible asset to exceed its estimated fair value, an impairment charge in the amount of the excess would be recognized.

The Company's management contract intangible assets represent the value associated with management agreements under which the Company provides management services to various casino properties, primarily Native American casinos which it has developed, and its 50% owned casinos. The fair values of management contract intangible assets were determined using discounted cash flow techniques based on future cash flows expected to be received in exchange for providing management

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

services. The Company amortizes its management contract intangible assets over their expected useful lives using the straight-line method, beginning when the property commences operations and management fees are being earned. Should events or changes in circumstances cause the carrying amount of a management contract intangible asset to exceed its estimated fair value, an impairment charge in the amount of the excess would be recognized.

Impairment of Long-Lived Assets

The Company reviews the carrying amounts of its long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability is evaluated by comparing the estimated future cash flows of the asset, on an undiscounted basis, to its carrying amount. If the undiscounted estimated future cash flows exceed the carrying amount, no impairment is indicated. If the undiscounted cash flows do not exceed the carrying amount, impairment is measured based on the difference between the asset's estimated fair value and its carrying amount. To estimate fair values, the Company typically uses market comparables, when available, or a discounted cash flow model. Assets to be disposed of are carried at the lower of their carrying amount or fair value less costs of disposal. Fair value of assets to be disposed of is generally estimated based on comparable asset sales, solicited offers or a discounted cash flow model. The Company's long-lived asset impairment tests are performed at the reporting unit level.

The estimation of fair values involves significant judgment by management. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from such estimates. Estimates of cash flows are based on the current regulatory, political and economic climates, recent operating information and projections. Such estimates could be negatively impacted by changes in federal, state or local regulations, economic downturns, competition, events affecting various forms of travel and access to the Company's properties, and other factors. If the Company's estimates of future cash flows are not met, it may have to record impairment charges in future accounting periods. As of December 31, 2014 and 2013, the combined financial statements reflect all adjustments required under the accounting guidance for the impairment or disposal of long-lived assets. See Notes 5 and 6 for information about impairment charges recognized during the years ended December 31, 2014, 2013 and 2012.

Debt Discounts and Debt Issuance Costs

Debt discounts and costs incurred in connection with the issuance of long-term debt are capitalized and amortized to interest expense using the effective interest method over the expected terms of the related debt agreements. Debt issuance costs are included in other assets, net on the Company's Combined Balance Sheets. Costs incurred in connection with the modification of long-term debt are charged to loss on extinguishment of debt.

Derivative Instruments

In accordance with the accounting guidance for derivatives and hedging activities, the Company records all derivatives on the balance sheet at fair value. The fair values of the Company's derivatives are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

derivatives, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

The accounting for changes in fair value of derivative instruments (i.e. gains or losses) depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to qualify for hedge accounting. All derivative instruments held by the Company are intended to hedge its exposure to variability in expected future cash flows related to interest payments.

Comprehensive Income (Loss)

Comprehensive income includes net income (loss) and other comprehensive income, which includes all other non-member changes in equity. Components of the Company's comprehensive income are reported in the Combined Statements of Comprehensive Income (Loss) and Combined Statements of Members' Equity, and accumulated other comprehensive income (loss) is included in Members' Equity in the Combined Balance Sheets.

Revenues and Promotional Allowances

The Company recognizes the net win from gaming activities as casino revenues, which is the difference between gaming wins and losses, with liabilities recognized for funds deposited by customers before gaming play occurs and for chips in the customers' possession. Casino revenues are recognized net of discounts and certain incentives provided to customers under the Company's player rewards program, such as cash back and free slot play. Food and beverage, hotel, and other operating revenues are recognized as the service is provided. Other operating revenue includes rental income which is recognized over the lease term and contingent rental income which is recognized when the right to receive such rental income is established according to the lease agreements.

Management fee revenues are recognized when the services have been performed, the amount of the fee is determinable and collectability is reasonably assured. Management fee revenues include reimbursable costs, which represent amounts received or due pursuant to the Company's management agreements with Native American tribes for the reimbursement of expenses, primarily payroll costs, that it incurs on their behalf. The Company recognizes reimbursable cost revenues on a gross basis, with an offsetting amount charged to operating expenses.

The retail value of complimentary goods and services provided to customers is recorded as revenue with a corresponding offsetting amount included in promotional allowances. The estimated

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

departmental costs of providing such complimentary goods and services are included in casino costs and expenses and consisted of the following (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Food and beverage	$	85,555	$	83,150	$	85,921
Room		6,327		7,045		8,571
Other		3,369		2,225		2,910

Total	$	95,251	$	92,420	$	97,402

Player Rewards Program

The Company has a player rewards program (the "Rewards Program") which allows customers to earn points based on their gaming activity. Points may be redeemed at all of the Company's Las Vegas area properties for cash, free slot play, food, beverage, rooms, entertainment and merchandise. The Company records a liability for the estimated cost of outstanding points earned under the Rewards Program that management believes will ultimately be redeemed, which totaled $11.9 million and $12.9 million at December 31, 2014 and 2013, respectively. The estimated cost of points expected to be redeemed for cash and free slot play under the Rewards Program reduces casino revenue. The estimated cost of points expected to be redeemed for food, beverage, rooms, entertainment and merchandise is charged to casino expense. Cost is estimated based on assumptions about the mix of goods and services for which points will be redeemed and the incremental departmental cost of providing the goods and services.

Slot Machine Jackpots

The Company does not accrue base jackpots if payment of the jackpot can be avoided. A jackpot liability is accrued with a related reduction in casino revenue when the Company is legally obligated to pay the jackpot, such as the incremental amount in excess of the base jackpot on a progressive game.

Gaming Taxes

The Company is assessed taxes based on gross gaming revenue, subject to applicable jurisdictional adjustments. Gaming taxes are included in casino costs and expenses in the Combined Statements of Operations. Gaming tax expense, excluding discontinued operations, was as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Gaming tax expense	$	59,756	$	58,894	$	60,739

Share-Based Compensation

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STATION HOLDCO LLC

NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

For share-based compensation awards that it intends to settle partially in cash, the Company applies liability accounting, and compensation expense is measured based on the fair value of these awards, which is remeasured at each reporting period until the liability is settled. See Note 15 for additional information about the Company's share-based compensation.

Advertising

The Company expenses advertising costs the first time the advertising takes place. Advertising expense is included in selling, general and administrative expense in the Combined Statements of Operations. Advertising expense, excluding discontinued operations, was as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Advertising expense	$	15,624	$	16,871	$	19,523

Segments

The Company views each of its properties as individual operating segments. All of the Company's operating segments offer the same products, cater to the same customer base, have the same regulatory and tax structure, share the same marketing techniques and all are directed by a centralized management structure. The Company believes all of its operating segments meet the economic similarity criteria established by the accounting guidance for segment reporting and therefore, aggregates all of its operating segments into one reportable segment.

Income Taxes

Station Holdco, Station Voteco, Station LLC and Fertitta Entertainment are limited liability companies treated as partnerships for income tax purposes and as such, are pass-through entities and are not liable for income tax in the jurisdictions in which they operate. Accordingly, no provision for income taxes has been made in the combined financial statements and the Company has no liability associated with uncertain tax positions.

Recently Issued and Recently Adopted Accounting Standards

In April 2015, the Financial Accounting Standards Board ("FASB") issued amended accounting guidance that changes the balance sheet presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. For public companies, the new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (including interim periods within those fiscal years), and is required to be applied on a retrospective basis. Early adoption is permitted. The Company expects to early adopt this guidance as of December 31, 2015. Upon adoption, approximately $18 million of debt issuance costs, which are included in other assets at December 31, 2014, will be reclassified as a direct deduction from the related debt liabilities. The adoption will have no effect on the Company's results of operations.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

2. Summary of Significant Accounting Policies (Continued)

In January 2015, the FASB issued amended accounting guidance which will eliminate from GAAP the concept of extraordinary items, which are defined as events and transactions that are both unusual in nature and infrequent in occurrence. Presentation of extraordinary items on a net-of-tax basis after income from continuing operations will be eliminated. The new guidance will require items that are both unusual and infrequent to be separately presented on a pre-tax basis within income from continuing operations, similar to current presentation requirements for items that are either unusual or infrequent. The new guidance is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted, and upon adoption, either prospective or retrospective application may be elected. The Company expects to adopt this guidance retrospectively in the first quarter of 2016 and does not expect the adoption to have a material impact on its financial position or results of operations.

In August 2014, the FASB issued amended accounting guidance that is intended to define management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. This amendment provides guidance to an organization's management, with principles and definitions that are intended to reduce diversity in the timing and content of relevant disclosures. The amendments are effective for annual periods ending after December 15, 2016, and interim periods thereafter. Early application is permitted for annual or interim reporting periods for which financial statements have not previously been issued. The Company will adopt this guidance for the fiscal year ended December 31, 2016 and does not expect the adoption to have a material impact on its financial position or results of operations.

In May 2014, the FASB issued a new accounting standard for revenue recognition, which requires entities to recognize revenue when it transfers promised goods or services to customers, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations, and has not yet determined which adoption method it will elect.

In April 2014, the FASB issued amended accounting guidance that changes the criteria for reporting discontinued operations and expands disclosure requirements for disposals that do not meet the discontinued operations criteria. This guidance is effective in the first quarter of 2015 for public companies with calendar year ends, and early adoption is permitted. The Company adopted this guidance in the first quarter of 2015, and the adoption did not have a material impact on its financial position or results of operations.

A variety of proposed or otherwise potential accounting guidance is currently under study by standard-setting organizations and certain regulatory agencies. Due to the tentative and preliminary nature of such proposed accounting guidance, the Company has not yet determined the effect, if any,

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2. Summary of Significant Accounting Policies (Continued)

that the implementation of such proposed accounting guidance would have on its combined financial statements.

3. Fertitta Interactive

Station LLC's majority-owned consolidated subsidiary, Fertitta Interactive, ceased operations during the fourth quarter of 2014. Fertitta Interactive previously operated online gaming in New Jersey and online poker in Nevada under the Ultimate Gaming and Ultimate Poker brands, respectively.

Station LLC acquired a 50.1% ownership interest in Fertitta Interactive in November 2012 for $20.7 million in cash. Frank J. Fertitta III and Lorenzo J. Fertitta, who became the controlling members of the Company in April 2012, controlled Fertitta Interactive prior to its acquisition by Station LLC. As a result, the acquisition was accounted for as a transaction between entities under common control, and the combined financial statements include the financial results of Fertitta Interactive for all periods subsequent to April 30, 2012. The acquisition was accounted for in a manner similar to a pooling of interests, and the excess of the purchase price over the historical cost of the net assets acquired was treated as a deemed distribution for accounting purposes.

In September 2014, Fertitta Interactive terminated its online gaming operations agreement with its partner in New Jersey due to multiple breaches by the partner. Later in the same month, the partner filed for Chapter 11 bankruptcy reorganization and Fertitta Interactive ceased operating online gaming in New Jersey. As a result of these developments, management determined that the carrying amounts of Fertitta Interactive's long-lived assets were no longer recoverable, primarily due to forecasted negative cash flows. Accordingly, the Company performed an interim impairment test for all of Fertitta Interactive's long-lived assets during the third quarter of 2014 and recognized impairment charges totaling $21.5 million to write off all of the assets. The charges included $5.6 million for goodwill impairment and $15.9 million for other asset impairment, primarily representing property and equipment and an advancement fee related to its New Jersey operations. In November 2014, Fertitta Interactive ceased operating online poker in Nevada and commenced a wind-down of its operations.

The results of Fertitta Interactive have been reported as discontinued operations in the accompanying Combined Statements of Operations for all periods presented. Following is an analysis of discontinued operations (amounts in thousands):

	Year Ended December 31,

	2014			2013			2012
Revenues	$	6,859		$	5,341		$	174
Operating costs and expenses		27,109			28,549			10,246
Asset impairment charges and other		22,298			1,768			2,931

Net loss from discontinued operations		(42,548	)		(24,976	)		(13,003	)
Less net loss from discontinued operations attributable to noncontrolling interests		(18,689	)		(11,509	)		(7,025	)

Net loss from discontinued operations attributable to Station Holdco LLC	$	(23,859	)	$	(13,467	)	$	(5,978	)

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

3. Fertitta Interactive (Continued)

The assets and liabilities of Fertitta Interactive are reported separately in the Combined Balance Sheets. The major classes of assets of discontinued operations are presented below (amounts in thousands):

	December 31,

	2014		2013
Cash	$	737	$	4,482
Accounts receivable and other		1,009		818

Total current assets		1,746		5,300
Property and equipment		—		7,369
Goodwill and intangible assets		—		8,747
Other noncurrent assets		—		7,553

Total noncurrent assets		—		23,669

Total assets	$	1,746	$	28,969

Fertitta Interactive's current liabilities at December 31, 2014 and December 31, 2013 consisted primarily of accounts payable, accrued expenses and gaming-related liabilities.

The Combined Statements of Cash Flows have not been adjusted for discontinued operations.

4. Property and Equipment

Property and equipment consisted of the following (amounts in thousands):

	December 31,

	2014			2013
Land	$	204,900		$	204,900
Buildings and improvements		1,925,919			1,909,620
Furniture, fixtures and equipment		343,980			296,160
Construction in progress		37,430			20,658

		2,512,229			2,431,338
Accumulated depreciation and amortization		(375,319	)		(274,862	)

Property and equipment, net	$	2,136,910		$	2,156,476

Depreciation expense, excluding discontinued operations, was as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Depreciation expense	$	109,626	$	114,931	$	115,825

At December 31, 2014 and 2013, substantially all of the Company's property and equipment was pledged as collateral for its long-term debt.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

5. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill, excluding discontinued operations, were as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013
Goodwill, net at beginning of year	$	195,676	$	195,132
Additions during the year		—		1,727
Impairment losses recognized during year		—		(1,183	)

Goodwill, net at end of year	$	195,676	$	195,676

Accumulated goodwill impairment losses totaled $1.2 million at December 31, 2014 and 2013.

During the year ended December 31, 2013, the Company acquired two taverns in the Las Vegas area and recognized $1.7 million of goodwill related to the transactions. Additional capital expenditures subsequent to the acquisition of these taverns increased the carrying amount and management believed it was more likely than not that the carrying amount, including goodwill, exceeded the fair value. As a result, an interim goodwill impairment test for these reporting units was performed as of September 30, 2013 and the Company recognized a goodwill impairment charge of $1.2 million.

The Company's intangible assets other than goodwill, excluding discontinued operations, consisted of the following (amounts in thousands):

	December 31, 2014

	Estimated useful life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Brands	Indefinite	$	77,200	$	—		$	77,200
License rights	Indefinite		345		—			345
Customer relationships	15		22,800		(5,379	)		17,421
Management contracts	7 - 20		115,000		(43,636	)		71,364
Lease	9		3,300		(1,298	)		2,002

		$	218,645	$	(50,313	)	$	168,332

	December 31, 2013

	Estimated useful life (years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Brands	Indefinite	$	77,200	$	—		$	77,200
License rights	Indefinite		345		—			345
Customer relationships	15		22,800		(3,859	)		18,941
Management contracts	7 - 20		115,000		(27,188	)		87,812
Leases	2 - 10		3,990		(1,621	)		2,369
Other	2 - 3		1,770		(1,770	)		—

		$	221,105	$	(34,438	)	$	186,667

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

5. Goodwill and Other Intangible Assets (Continued)

Aggregate amortization expense for intangible assets, excluding discontinued operations, was as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Aggregate amortization expense	$	18,335	$	14,027	$	13,442

Estimated annual amortization expense for intangible assets for each of the next five years is as follows (amounts in thousands):

Years Ending December 31,

2015	$	18,335
2016		18,335
2017		18,335
2018		9,438
2019		8,135

The amounts presented above exclude goodwill and intangible assets of Fertitta Interactive, which are presented separately in the Combined Balance Sheets. During the year ended December 31, 2014, Fertitta Interactive recognized a goodwill impairment charge of $5.6 million and an impairment charge of $0.9 million for intangible assets other than goodwill, which are included in discontinued operations in the Combined Statements of Operations. See Note 3 for additional information.

6. Land Held for Development

As of December 31, 2014, the Company's land held for development consisted primarily of 12 sites comprising approximately 355 acres in the Las Vegas valley, approximately 34 acres in northern California and approximately 100 acres in Reno, Nevada. The Company's decision whether to proceed with any new gaming or development opportunity is dependent upon future economic and regulatory factors, the availability of acceptable financing and competitive and strategic considerations. As many of these considerations are beyond the Company's control, no assurances can be made that it will be able to proceed with any particular project.

During the year ended December 31, 2014, the Company sold a 101-acre parcel of land held for development in Reno and recognized an impairment loss of $11.7 million to write down the carrying amount of the land to its fair value less cost to sell. In addition, the Company sold certain small land parcels in Reno and recognized a net gain of $0.2 million, which is included in write-downs and other charges, net in the Combined Statement of Operations. During the year ended December 31, 2013, the Company sold certain land in northern California and recognized a loss on disposal of $4.2 million.

During the year ended December 31, 2012, the Company prepared a business enterprise valuation for the purpose of estimating the fair value of share-based compensation awards granted during the year. During the valuation process, the Company became aware that the appraised values of certain parcels of its land held for development were less than the carrying amounts. As a result, the Company tested its land held for development, including buildings and improvements on such land, for impairment and recorded an impairment loss of $10.1 million to write down the carrying amounts of certain parcels totaling $120.4 million to fair value totaling $110.3 million. Prior to the preparation of

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

6. Land Held for Development (Continued)

the business enterprise valuation, no indicators of impairment existed for any of the Company's assets. The Company uses traditional real estate valuation techniques to estimate the fair value of its land held for development, primarily the sales comparison approach, which is based on inputs classified as Level 2 and Level 3 within the fair value hierarchy.

Subsequent to December 31, 2014, the Company sold certain parcels of land and recognized net gains on sale totaling $5.7 million.

7. Investments in Joint Ventures and Variable Interest Entities

Station holds a 50% investment in MPM, which manages Gun Lake Casino. Based on the terms of the MPM operating agreement and a qualitative analysis, the Company has determined that MPM is a VIE. Station LLC consolidates MPM because it directs the activities of MPM that most significantly impact MPM's economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM. In addition, under the terms of the operating agreement, Station LLC was required to provide the majority of MPM's initial financing and could be required to provide financing to MPM in the future. The assets of MPM reflected in the Company's Combined Balance Sheets at December 31, 2014 and 2013 include intangible assets of $31.9 million and $42.1 million, respectively, and management fee receivables of $3.2 million and $2.1 million, respectively. MPM's assets may be used only to settle MPM's obligations, and MPM's beneficial interest holders have no recourse to the general credit of the Company. See Note 9 for information about MPM's management agreement with Gun Lake Casino.

The Company has various other investments in 50% owned joint ventures which are accounted for using the equity method. Under the equity method, original investments are initially recorded at cost and are adjusted by the investor's share of earnings, losses and distributions of the joint ventures. The Company operates three smaller casino properties which are 50% owned, and held a 50% investment in a joint venture which owns undeveloped land in North Las Vegas, which was sold in April 2015. The carrying amount of the Company's investment in one of the smaller casino properties has been reduced below zero and is presented as a deficit investment balance in the Combined Balance Sheets because the Company has received distributions in excess of its investment in the casino.

The Company also holds certain investments in unconsolidated VIEs accounted for using the equity method. These investments include 50% investments in certain restaurants at the Company's properties and Fertitta Entertainment's investment in an entity ("Tejon"), which was formed to develop and manage a casino resort for the Tejon Indian Tribe. In May 2015, Fertitta Entertainment withdrew from Tejon and wrote off its $1.8 million investment, and all of its obligations associated with Tejon ceased. Equity method investments in which the Company is not the primary beneficiary totaled $10.5 million and $5.2 million at December 31, 2014 and 2013, respectively, which included investments in Tejon of $1.7 million and $0.8 million, respectively. The equity method investments of the Company are not, in the aggregate, material in relation to its financial position or results of operations.

8. Native American Development

Following is information about the Company's Native American development activities.

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8. Native American Development (Continued)

North Fork Rancheria of Mono Indian Tribe

The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a federally recognized Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the "Development Agreement") and the Second Amended and Restated Management Agreement (the "Management Agreement"). Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the "North Fork Project") to be located in Madera County, California. The Company purchased a 305—acre parcel of land located on Highway 99 north of the city of Madera (the "North Fork Site"), which was taken into trust for the benefit of the Mono by the Department of the Interior ("DOI") on February 5, 2013.

As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games, and several restaurants. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, but not limited to, approval of the Management Agreement by the National Indian Gaming Commission ("NIGC").

Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. Prior to obtaining third-party financing, the Company will contribute significant financial support to the North Fork Project. The Company's advances are expected to be repaid from the proceeds of the third-party financing or from the Mono's gaming revenues; however, there can be no assurance that the advances will be repaid. STN began capitalizing reimbursable advances related to the North Fork Project in 2003. Through December 31, 2014, advances toward the development of the North Fork Project totaled approximately $24.7 million, primarily to complete the environmental impact study, secure the North Fork Site and defend the actions filed challenging the North Fork Project. The carrying amount of the advances was reduced to fair value as a result of Station LLC's adoption of fresh-start reporting in 2011. At December 31, 2014, the carrying amount of the advances was $9.6 million. Reimbursable advances to the Mono incurred prior to February 1, 2013 bear interest at the prime rate plus 1.5%, advances from February 1, 2013 through July 1, 2014 bear interest at 10% per annum, and advances after July 1, 2014 bear interest at LIBOR plus 12% per annum. In accordance with the Company's accounting policy, accrued interest on the advances will not be recognized in income until the carrying amount of the advances has been recovered.

The term of the Development Agreement ends seven years from the commencement of gaming operations at the facility. The Company will receive a development fee of 4% of the costs of construction (as defined in the Development Agreement) for its development services, which will be paid upon the commencement of gaming operations at the facility. The Management Agreement has a term of seven years from the opening of the facility. The Management Agreement allows the Company to receive a management fee of 40% of the facility's net income. The Management Agreement includes termination provisions whereby either party may terminate the agreement for cause, and the Management Agreement may also be terminated at any time upon agreement of the parties. There is no provision in the Management Agreement allowing the tribe to buy-out the agreement prior to its expiration. The Management Agreement provides that the Company will train the Mono tribal members such that they may assume responsibility for managing the facility upon the expiration of the agreement.

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8. Native American Development (Continued)

Upon termination or expiration of the Management Agreement and Development Agreement, the Mono will continue to be obligated to repay any unpaid principal and interest on the advances from the Company, as well as certain other amounts that may be due, such as management fees. Amounts due to the Company under the Development Agreement and Management Agreement are secured by substantially all of the assets of the North Fork Project except the North Fork Site. In addition, the Development Agreement and Management Agreement contain waivers of the Mono's sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

On September 1, 2011, the Assistant Secretary of the Interior for Indian Affairs issued his determination that gaming on the North Fork Site would be in the best interest of the Mono and would not be detrimental to the surrounding community. On August 31, 2012, Edmund G. Brown, Jr., the Governor of California, concurred with the Assistant Secretary's determination that placing the North Fork Site in trust was in the best interest of the Mono and was not detrimental to the surrounding community and signed a new tribal-state Class III gaming compact (the "Compact") between the State and the Mono. The California Assembly and Senate subsequently passed Assembly Bill 277 ("AB 277") ratifying the Compact. On October 22, 2013, the Bureau of Indian Affairs ("BIA") published notice in the Federal Register that the Compact was deemed effective. The Compact is intended to regulate gaming at the North Fork Project on the North Fork Site, and provides for the Mono to operate up to 2,000 slot machines in return for sharing up to 15% of the net revenues from Class III gaming devices with the State, Madera County, the City of Madera, and other Native American tribes, which includes payments due to local authorities under any memorandum of understanding.

On November 20, 2013, opponents of the North Fork Project qualified a referendum that became known as "Proposition 48" to place AB 277 on the November 2014 state-wide ballot in California. The opponents of the North Fork Project contend that the qualification of Proposition 48 suspended the effectiveness of AB 277 and that the Compact would be void unless Proposition 48 was approved by a majority of voters voting in that election. On November 4, 2014, Proposition 48 failed. The Mono is pursuing other avenues of obtaining a tribal-state compact and the right to operate Class III gaming at the North Fork Project. No assurances can be provided as to whether the Mono will be successful in obtaining a tribal-state compact.

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8. Native American Development (Continued)

The following table summarizes the Company's evaluation at December 31, 2014 of each of the critical milestones necessary to complete the North Fork Project.

		As of December 31, 2014

Federally recognized as a tribe by the BIA		Yes
Date of recognition		Federal recognition was terminated in 1961 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built		The DOI accepted approximately 305 acres of land for the project into trust for the benefit of the Mono on February 5, 2013.
Status of obtaining regulatory and governmental approvals:
Tribal-state compact		A compact was negotiated and signed by the Governor of California and the Mono on August 31, 2012. The Compact was ratified by the California State Assembly and Senate on May 2, 2013 and June 27, 2013, respectively. Opponents of the North Fork Project qualified a referendum, "Proposition 48," for a state-wide ballot challenging the legislature's ratification of the Compact. On November 4, 2014, Proposition 48 failed. The North Fork Project's opponents contend that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact is not in effect. On March 17, 2015, the Mono filed suit against the State (see North Fork Rancheria of Mono Indians v. State of California ) to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. On May 6, 2015, the State filed its answer to the Mono's complaint. No assurances can be provided as to whether the Mono will be successful in obtaining a tribal-state compact or Secretarial procedures to conduct Class III gaming on the North Fork Site.
Approval of gaming compact by DOI		The Compact was submitted to the DOI on July 19, 2013. The Company believes that the Compact became effective as a matter of federal law on October 22, 2013.
Record of decision regarding environmental impact published by BIA		On November 26, 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. On December 3, 2012, the Notice of Intent to take land into trust was published in the Federal Register.

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8. Native American Development (Continued)

		As of December 31, 2014

BIA accepting usable land into trust on behalf of the tribe		The North Fork Site was accepted into trust on February 5, 2013.
Approval of management agreement by NIGC		Approval of the Management Agreement by the NIGC is expected to occur following the Mono's written request for such approval. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
Gaming licenses:
Type		Current plans for the North Fork Project include Class II and Class III gaming, which requires that the Compact be determined to be effective or that the Mono obtains Secretarial procedures to conduct Class III gaming on the North Fork Site and that the Management Agreement be approved by the NIGC.
Number of gaming devices allowed		The Compact permits a maximum of 2,000 Class III slot machines at the facility. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities		The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

Following is a discussion of legal matters related to the North Fork Project.

Stand Up For California! v. Dept. of the Interior. In December 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the "Stand Up" plaintiffs) filed a complaint against the DOI, the BIA and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the Secretary's determination to take the North Fork Site into trust for the purposes of gaming (the "North Fork Determination") and seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust. The Mono filed a motion to intervene as a party to the lawsuit, which was subsequently granted. In January 2013, the Court denied the Stand Up plaintiffs' Motion for Preliminary Injunction and the United States accepted the North Fork Site into trust for the benefit of the Mono in February 2013. In June 2013, the court granted the Stand Up plaintiffs leave to amend their complaint to add a claim alleging that the federal defendants failed to comply with the requirements of the Clean Air Act and the Stand Up plaintiffs subsequently filed an amended Complaint for Declaratory and Injunctive Relief challenging the validity of the Compact and alleging that the North Fork Site should be taken out of trust because the purposes for which it was taken into trust are no longer valid. The parties' motions for summary judgment, oppositions to motions for summary judgment and responses were all filed by April 2015. The parties are currently awaiting a hearing date for oral argument or a decision on the pleadings.

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8. Native American Development (Continued)

Stand Up For California! v. Brown. In March 2013, Stand Up for California! and Barbara Leach, a local resident, filed a complaint for declaratory relief and petition for writ of mandate in California Superior Court for the County of Madera against California Governor Edmund G. Brown, Jr., alleging that Governor Brown violated the California constitutional separation-of-powers doctrine when he concurred in the North Fork Determination. The complaint sought to vacate and set aside the Governor's concurrence. Plaintiffs' complaint was subsequently amended to include a challenge to the constitutionality of AB 277. The Mono intervened as a defendant in the lawsuit and both the State and the Mono filed demurrers to plaintiffs' complaint. In March 2014, the court issued its Judgment of Dismissal dismissing plaintiffs' amended complaint. In September 2014, plaintiffs filed their opening appellate brief appealing the Judgment of Dismissal. The State and the Mono subsequently filed their responsive briefs and the plaintiffs filed their reply brief in January 2015. The parties are currently awaiting a hearing date for oral arguments or a decision on the appellate briefs. Prior to the court's issuing its Judgment of Dismissal, the Mono filed a Cross-Complaint against the State alleging that Proposition 48 was invalid and unenforceable to the extent that it purports to invalidate the legislative ratification of the Compact. The State and the plaintiffs filed demurrers seeking to dismiss the Cross-Complaint. In June 2014, the court sustained the plaintiffs' and the State's demurers and dismissed the Mono's Cross-Complaint. The Mono timely filed their notice of appeal for dismissal of the Cross-Complaint and in June 2015, filed their opening appellate brief. On September 18, 2015, plaintiffs and the State filed their responsive briefs.

North Fork Rancheria of Mono Indians v. State of California. In March 2015, the Mono filed a complaint against the State of California alleging that the State has violated 25 U.S.C. Section 2710(d)(7) et. seq. by failing to negotiate with the Mono in good faith to enter into a tribal-state compact governing Class III gaming on the Mono's Indian lands. The suit seeks a declaration that the State has failed to negotiate in good faith to enter into an enforceable tribal-state compact and an order directing the State to conclude an enforceable tribal-state compact within 60 days or submit to mediation. The State filed its answer to the Mono's complaint in May 2015. The Chowchilla (Chaushilha) Tribe of Yokuts ("Chowchilla"), a group that is not federally recognized, filed a motion to intervene in this case in July 2015. The Tribe and the State filed oppositions to the Chowchilla's motion. On August 26, 2015, the court denied the Chowchilla's motion to intervene. The Mono's motion for judgment on the pleadings was filed on August 17, 2015 and the State's opposition and cross motion for judgment on the pleadings was filed on September 17, 2015. The parties' reply briefs are all scheduled to be filed by October 29, 2015.

The timing of this type of project is difficult to predict and is dependent upon the receipt of the necessary governmental and regulatory approvals. There can be no assurance as to when, or if, these approvals will be obtained. The Company currently estimates that construction of the facility may begin in the next 36 to 48 months and estimates that the facility would be completed and opened for business approximately 18 months after construction begins. There can be no assurance, however, that the North Fork Project will be completed and opened within this time frame or at all. The Company expects to assist the Mono in obtaining third-party financing for the North Fork Project once all necessary regulatory approvals have been received and prior to commencement of construction; however, there can be no assurance that the Company will be able to obtain such financing for the North Fork Project on acceptable terms or at all.

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8. Native American Development (Continued)

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that at December 31, 2014, the likelihood of successful completion is in the range of 65% to 75%. The Company's evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the North Fork Project will be successfully completed nor that future events and circumstances will not change the Company's estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

The Federated Indians of Graton Rancheria

The Company assisted the Federated Indians of Graton Rancheria (the "Graton Tribe"), a federally-recognized Indian tribe, in designing, developing and financing Graton Resort & Casino ("Graton Resort") in Sonoma County, California, pursuant to a development agreement. The Company manages Graton Resort on behalf of the Graton Tribe under a management agreement, which is described in Note 9.

Upon completion of Graton Resort on November 5, 2013, the Company earned a development fee of approximately $8.2 million representing 2% of the cost of the project, which is included in management fee revenue in the Combined Statement of Operations for the year ended December 31, 2013. Prior to securing third-party financing for the project, the Company made reimbursable advances to the Graton Tribe for development of Graton Resort. Upon completion of the Graton Resort's third-party financing in 2012, the Company received a $194.2 million partial repayment of the advances. At December 31, 2013, $63.9 million in advances remained outstanding. During the year ended December 31, 2014, the advances were repaid in full. Fair value adjustments recognized by Station LLC upon adoption of fresh-start reporting in 2011 resulted in a decrease in the carrying amount of the advances, and repayments in excess of the carrying amount of the advances have been reflected as gains on Native American development in the Combined Statements of Operations.

9. Management Agreements

The Federated Indians of Graton Rancheria

The Company manages Graton Resort, which opened on November 5, 2013, on behalf of the Graton Tribe. Graton Resort is located just west of U.S. Highway 101 in Rohnert Park, California, approximately 43 miles north of downtown San Francisco, and is the largest gaming and entertainment facility in the Bay Area.

The Graton management agreement has a term of seven years from the date of the opening of Graton Resort. The Company will receive a management fee of 24% of Graton Resort's net income (as defined in the management agreement) in years 1 through 4 and 27% of Graton Resort's net income in years 5 through 7. Management fees from Graton Resort totaled $27.3 million and $6.5 million for the year ended December 31, 2014 and for the period from November 5, 2013 through December 31, 2013, respectively. The management agreement may be terminated under certain circumstances, including but not limited to, material breach, changes in regulatory or legal status, and mutual agreement of the

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9. Management Agreements (Continued)

parties. There is no provision in the management agreement allowing the Graton Tribe to buy-out the management agreement prior to its expiration. Under the terms of the management agreement, the Company will provide training to the Graton Tribe such that the tribe may assume responsibility for managing Graton Resort upon expiration of the seven-year term of the management agreement. Upon termination or expiration of the management and development agreements, the Graton Tribe will continue to be obligated to pay certain amounts that may be due to the Company, such as management fees. Amounts due to the Company under the development and management agreements are subordinate to the obligations of the Graton Tribe under its third-party financing. The development and management agreements contain waivers of the Graton Tribe's sovereign immunity from suit for the purpose of enforcing the agreements or permitting or compelling arbitration and other remedies.

Gun Lake Tribe

The Company holds a 50% interest in MPM, which manages the Gun Lake Casino ("Gun Lake") in Allegan County, Michigan, on behalf of the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, a federally recognized Native American tribe commonly referred to as the Gun Lake Tribe. Gun Lake, which opened in February 2011, is located on U.S. Highway 131 and 129th Avenue, approximately 25 miles south of Grand Rapids, Michigan and 27 miles north of Kalamazoo, Michigan. The Gun Lake management agreement has a term of seven years from the opening of the facility and provides for a management fee of 30% of Gun Lake's net income (as defined in the management agreement) to be paid to MPM. MPM's management fee revenue from Gun Lake is included in the Combined Statements of Operations for the years ended December 31, 2014, 2013 and 2012, and totaled $33.3 million, $31.8 million and $29.3 million, respectively. Under the terms of the MPM operating agreement, the Company's portion of the management fee is 50% of the first $24 million of management fees, 83% of the next $24 million of management fees and 93% of any management fees in excess of $48 million, each calculated on an annual basis. The Company receives monthly cash distributions from MPM representing its portion of the management fees, less certain expenses of MPM, and the remainder of MPM's distributable cash is required to be distributed to MPM's noncontrolling interest holders and investors.

Other Managed Properties

In addition, the Company is the managing partner of three 50% owned smaller casino properties in the Las Vegas metropolitan area and receives a management fee equal to 10% of earnings before interest, taxes, depreciation and amortization from these properties.

Reimbursable Costs

Management fee revenue also includes reimbursable payroll and other costs, primarily related to Graton Resort. Reimbursed costs totaled $7.5 million and $12.6 million for the years ended December 31, 2014 and 2013, respectively.

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10. Other Accrued Liabilities

Other accrued liabilities consisted of the following (amounts in thousands):

	December 31,

	2014		2013
Accrued payroll and related	$	35,159	$	33,977
Accrued gaming and related		41,718		41,407
Construction payables and equipment purchase accruals		7,600		10,206
Interest rate swap		4,149		—
Other		32,810		31,164

Total other accrued liabilities	$	121,436	$	116,754

11. Long-term Debt

Long-term debt consisted of the following (amounts in thousands):

	December 31,

	2014			2013
$1.625 billion Term Loan Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% and 5.00% at December 31, 2014 and 2013, respectively), net of unamortized discount of $42.1 million and $51.4 million, respectively	$	1,503,831		$	1,561,415
$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate		—			—
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $5.3 million and $6.0 million, respectively		494,682			494,041
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.67% and 3.67% at December 31, 2014 and 2013, respectively), net of unamortized discount of $6.7 million and $10.7 million, respectively		106,783			99,820
Other long-term debt, weighted-average interest of 4.21% and 4.18% at December 31, 2014 and 2013, respectively, maturity dates ranging from 2015 to 2027		62,203			65,522

Total long-term debt		2,167,499			2,220,798
Current portion of long-term debt		(83,892	)		(72,813	)

Total long-term debt, net	$	2,083,607		$	2,147,985

Credit Facility

On March 1, 2013, Station LLC entered into a credit agreement (the "Credit Facility") with a $1.625 billion term loan facility (the "Term Loan Facility") and a $350 million revolving credit facility (the "Revolving Credit Facility"). The Term Loan Facility is fully drawn and will mature on March 1, 2020. On March 18, 2014, Station LLC completed a repricing of the Term Loan Facility. The interest rate under the amended Term Loan Facility is at Station LLC's option, either LIBOR plus 3.25% or base rate plus 2.25%, subject to a minimum LIBOR rate of 1.00%. Under the terms of the amended

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Term Loan Facility, Station LLC must pay a 1.0% premium if it prepays the Term Loan Facility prior to March 18, 2015. On or after March 18, 2015, Station LLC may, at its option, prepay the Term Loan Facility at par. The Company evaluated the repricing transaction on a lender by lender basis and accounted for the portion of the transaction that did not meet the criteria for debt extinguishment as a debt modification. As a result of the repricing transaction, the Company recognized a $4.1 million loss on extinguishment of debt, which included $2.4 million in third-party fees and the write-off of $1.7 million in unamortized debt discount and debt issuance costs related to the repriced debt.

The interest rate under the Revolving Credit Facility is at Station LLC's option, either LIBOR plus a margin of up to 3.50%, or base rate plus a margin of up to 2.50%, subject to a leverage-based grid. Additionally, Station LLC is subject to a fee of 0.50% per annum on the unused portion of the Revolving Credit Facility. Subject to the satisfaction of certain conditions, amounts may be borrowed under the Revolving Credit Facility, which shall be fully available at any time prior to maturity on March 1, 2018. At December 31, 2014, Station LLC's borrowing availability under the Revolving Credit Facility was $315.7 million, which is net of outstanding letters of credit and similar obligations totaling $34.3 million.

Subject to obtaining additional commitments under the Credit Facility, Station LLC has the ability to increase its borrowing capacity thereunder in an aggregate principal amount not to exceed the greater of (a) $350 million and (b) an unlimited amount, if certain conditions are met and pro forma first lien leverage is less than or equal to 4.5x. Station LLC's ability to incur additional debt pursuant to such increased borrowing capacity is subject to compliance with the covenants in the Credit Facility and the indenture governing Station LLC's 7.50% Senior Notes, including pro forma compliance with the financial covenants contained in the Credit Facility and compliance with covenants contained in the Credit Facility and indenture limiting the ability of Station LLC to incur additional indebtedness.

All of Station LLC's obligations under the Credit Facility are guaranteed by all subsidiaries of Station LLC other than unrestricted subsidiaries. At December 31, 2014, the unrestricted subsidiaries were NP Landco Holdco LLC ("Landco Holdco") and its subsidiaries, MPM and NP Restaurant Holdco LLC ("Restaurant Holdco"). The Credit Facility is secured by substantially all of the current and future personal property assets of Station LLC and the restricted subsidiaries, and mortgages on the real property and improvements owned or leased by all nine of Station LLC's major casino properties: Red Rock, Green Valley Ranch, Palace Station, Boulder Station, Texas Station, Sunset Station, Santa Fe Station, Fiesta Rancho, and Fiesta Henderson, and certain after-acquired real property based on thresholds. The Credit Facility is also secured by a pledge of all of Station LLC's equity.

Station LLC is required to make quarterly principal payments, which began on June 30, 2013, of 0.25% of the original principal amount of the Term Loan Facility. Station LLC is also required to make prepayments on the Term Loan Facility with a portion of its excess cash flow as follows: (i) 50% of excess cash flow so long as no default has occurred and its total leverage ratio is above 4.50 to 1.00 or a default has occurred and is continuing, (ii) 25% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 4.50 to 1.00, or (iii) 0% of excess cash flow so long as no default has occurred and its total leverage ratio is less than or equal to 3.50 to 1.00. A mandatory prepayment of $61.0 million was paid in March 2015 pursuant to the excess cash flow provisions of the Term Loan Facility, which was included in current portion of long-term debt on the Combined Balance Sheet at December 31, 2014. In addition, subject to certain customary carve-outs

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11. Long-term Debt (Continued)

and reinvestment provisions, Station LLC is required to use all net cash proceeds of asset sales or other dispositions, all proceeds from the issuance or incurrence of additional debt, and all proceeds from the receipt of insurance and condemnation awards to make prepayments on the Term Loan Facility.

The credit agreement governing the Credit Facility contains a number of customary covenants that, among other things and subject to certain exceptions, restrict Station LLC's ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; engage in lines of business other than its core business and related businesses; or issue certain preferred units. The credit agreement governing the Revolving Credit Facility also includes requirements that Station LLC maintain a maximum total leverage ratio ranging from 7.00 to 1.00 at December 31, 2014 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio ranging from 2.50 to 1.00 in 2014 to 3.00 to 1.00 in 2017, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. At December 31, 2014, Station LLC's total leverage ratio was 5.02 to 1.00 and its interest coverage ratio was 3.40 to 1.00. Station LLC believes it was in compliance with all applicable covenants at December 31, 2014.

The credit agreement governing the Credit Facility contains a number of customary events of default including, among other things, nonpayment of principal when due; nonpayment of interest, fees or other amounts after a five business day grace period; material inaccuracy of representations and warranties; violation of covenants (subject, in the case of certain covenants, to certain grace periods); cross-default; bankruptcy events; certain Employee Retirement Income Security Act events; material judgments; and a change of control. If any event of default occurs, the lenders under the Credit Facility would be entitled to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

7.50% Senior Notes

On March 1, 2013, Station LLC issued $500 million in aggregate principal amount of 7.50% senior notes due March 1, 2021 (the "7.50% Senior Notes"), pursuant to an indenture (the "Indenture") among Station LLC, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The 7.50% Senior Notes are guaranteed by all subsidiaries of Station LLC other than unrestricted subsidiaries including Landco Holdco and its subsidiaries, MPM, and Restaurant Holdco. The 7.50% Senior Notes are not guaranteed by Station Holdco, Station Voteco or Fertitta Entertainment. Interest is due March 1 and September 1 of each year, and commenced September 1, 2013. Prior to March 1, 2016, Station LLC may redeem the 7.50% Senior Notes plus accrued and unpaid interest and a make-whole premium specified in the Indenture. Prior to March 1, 2016, Station LLC is also entitled to redeem up to 35% of the original aggregate principal amount of the 7.50% Senior Notes with proceeds of certain equity financings at the redemption prices specified in the Indenture.

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11. Long-term Debt (Continued)

On or after March 1, 2016, Station LLC may redeem all or a portion of the 7.50% Senior Notes at the redemption prices (expressed as percentages of the principal amount) set forth below plus accrued and unpaid interest and additional interest to the applicable redemption date:

Years Beginning March 1,

2016	105.625	%
2017	103.750	%
2018	101.875	%
2019 and thereafter	100.000	%

If Station LLC experiences certain change of control events (as defined in the Indenture), Station LLC must offer to repurchase the 7.50% Senior Notes at a purchase price in cash equal to 101% of the aggregate principal amount outstanding plus accrued and unpaid interest thereon to the date of repurchase and that Station LLC make an offer to repurchase the 7.50% Senior Notes at a purchase price equal to 100% of the principal amount of the purchased notes if it has excess net proceeds (as defined in the Indenture) from certain asset sales.

The Indenture contains a number of customary covenants that, among other things and subject to certain exceptions, restrict Station LLC's ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens; engage in mergers, consolidations or asset dispositions; enter into certain transactions with affiliates; engage in lines of business other than its core business and related businesses; or pay dividends or distributions (other than customary tax distributions). These covenants are subject to a number of exceptions and qualifications as set forth in the Indenture. The Indenture also provides for events of default which, if any of them occurs, would permit or require the principal and accrued interest on the 7.50% Senior Notes to be declared due and payable.

The net proceeds of the 7.50% Senior Notes and the Credit Facility, together with cash on hand, were used to (i) repurchase all of Station LLC's outstanding senior notes due 2018, (ii) repay all amounts outstanding under the Propco credit agreement, (iii) repay all amounts outstanding under the Opco credit agreement, and (iv) pay associated fees and expenses. Station LLC evaluated the March 2013 refinancing transactions in accordance with the accounting standards for debt modifications and extinguishments. Because certain lenders under the 7.50% Senior Notes and the Credit Facility were lenders under the previous debt arrangements, Station LLC applied the accounting guidance on a lender by lender basis. Station LLC recognized a loss on debt extinguishment of $146.8 million during 2013, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the refinanced debt. Station LLC accounted for the portions of the transactions that did not meet the criteria for debt extinguishment as debt modifications. In connection with the March 2013 transactions, Station LLC paid $35.9 million in fees and costs, of which $23.2 million was capitalized. Unamortized debt issuance costs are included in other assets on the Combined Balance Sheets.

Restructured Land Loan

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11. Long-term Debt (Continued)

Loan is June 16, 2016. The interest rate on the Restructured Land Loan is, at Station LLC's option, either LIBOR plus 3.50%, or base rate plus 2.50% for the first five years. All interest on the Restructured Land Loan will be paid in kind for the first five years. CV Propco has two options to extend the maturity date for an additional year to be available subject to absence of default, payment of up to a 1.00% extension fee for each year, and a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year, and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. Interest accruing in the sixth and seventh years shall be paid in cash. There are no scheduled minimum principal payments prior to final stated maturity, but the Restructured Land Loan is subject to mandatory prepayments with excess cash and, subject to certain exceptions, with casualty or condemnation proceeds.

The credit agreement governing the Restructured Land Loan contains a number of customary covenants that, among other things and subject to certain exceptions, restrict CV Propco's ability and the ability of its restricted subsidiaries to incur or guarantee additional debt; create liens on collateral; engage in activity that requires CV Propco to be licensed as a gaming company; engage in mergers, consolidations or asset dispositions; make distributions; make investments, loans or advances; engage in certain transactions with affiliates or subsidiaries; or make capital expenditures. The Company believes CV Propco was in compliance with all applicable covenants at December 31, 2014.

The credit agreement governing the Restructured Land Loan contains a number of customary events of default (subject to grace periods and cure rights). If any event of default occurs, the Land Loan Lenders would be entitled, in certain cases, to take various actions, including accelerating amounts due thereunder and taking all actions permitted to be taken by a secured creditor.

The Restructured Land Loan is guaranteed by NP Tropicana LLC ("NP Tropicana," an indirect subsidiary of Station LLC), Landco Holdco (an indirect subsidiary of Station LLC and parent of CV Propco and NP Tropicana) and all subsidiaries of CV Propco. The Restructured Land Loan is secured by a pledge of CV Propco and NP Tropicana equity and all tangible and intangible assets of NP Tropicana, Landco Holdco and CV Propco and its subsidiaries, principally consisting of land located on the southern end of Las Vegas Boulevard at Cactus Avenue and land surrounding Wild Wild West. The Restructured Land Loan is also secured by the leasehold interest in the land on which Wild Wild West is located. The land carry costs of CV Propco are supported by Station LLC under a limited support agreement and recourse guaranty (the "Limited Support Agreement"). Under the Limited Support Agreement, Station LLC guarantees the net operating costs of CV Propco and NP Tropicana. Such net operating costs include timely payment of all capital expenditures, taxes, insurance premiums, other land carry costs and any indebtedness payable by CV Propco (excluding debt service for the Restructured Land Loan), as well as rent, capital expenditures, taxes, management fees, franchise fees, maintenance, and other costs of operations and ownership payable by NP Tropicana. Under the Limited Support Agreement, Station LLC also guarantees certain recourse liabilities of CV Propco and NP Tropicana under the Restructured Land Loan, including, without limitation, payment and performance of the Restructured Land Loan in the event any of CV Propco, Landco Holdco or NP Tropicana files or acquiesces in the filing of a bankruptcy petition or similar legal proceeding. As part of the consideration for the Land Loan Lenders' agreement to enter into the Restructured Land Loan, CV Propco and NP Tropicana issued warrants to the Land Loan Lenders (or their designees) for up to 60% of the outstanding equity interests of each of CV Propco and NP Tropicana exercisable for a nominal exercise price commencing on the earlier of (i) the date that the Restructured Land Loan is repaid, (ii) the date CV Propco sells any land to a third party, and (iii) the fifth anniversary of the Restructured Land Loan.

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11. Long-term Debt (Continued)

Other Long-term Debt

Other long-term debt included the financing of the Company's corporate office building, amounts outstanding under the Fertitta Entertainment credit facility, certain financed equipment purchases, and other long-term obligations.

Corporate Office Lease

The Company leases its corporate office building under a lease agreement entered into in 2007 pursuant to a sale-leaseback arrangement with a third-party real estate investment firm. The lease has an initial term of 20 years with four additional five-year extension options. The lease also contains two options for the Company to repurchase the corporate office building, one option at the end of year five of the original lease term, which was not exercised, and another at the end of year ten of the original lease term. These options to repurchase the building constitute continuing involvement under the accounting guidance for sale-leaseback transactions involving real estate. As a result, the sale-leaseback transaction is accounted for as a financing transaction until the repurchase options expire. The corporate office building is included in property and equipment, net on the Combined Balance Sheets and is being depreciated according to the Company's policy. The carrying amount of the related obligation is $35.9 million, which is included in long-term debt on the Combined Balance Sheets, and the lease payments are recognized as principal and interest payments on the debt. The lease payment in effect at December 31, 2014 was $3.2 million on an annualized basis, which will increase by approximately 1.25% annually to approximately $3.8 million in the final year of the original term.

Minimum lease payments on the corporate office lease for each of the next five years are as follows (amounts in thousands):

Years Ending December 31,

2015	$	3,263
2016		3,303
2017		3,345
2018		3,387
2019		3,429

Fertitta Entertainment Credit Facility

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11. Long-term Debt (Continued)

covenants at December 31, 2014. On March 26, 2015, Fertitta Entertainment amended the FE Credit Facility, increasing the revolving credit facility to $55 million and lowering the interest rate to either LIBOR plus a margin of up to 4.0% or base rate plus a margin of up to 3.0%, as selected by Fertitta Entertainment and subject to a leverage-based grid. In addition, the amendment extended the maturity date of the FE Credit Facility to December 24, 2017. In September 2015, Fertitta Entertainment entered into a $22.0 million secured promissory note and drew an additional $8.0 million under its revolving credit facility to finance an asset purchase. The promissory note, which has a term of five years, bears interest at LIBOR plus 5.25% and contains a number of customary covenants and events of default.

Principal Maturities

Scheduled principal maturities of the Company's long-term debt for each of the next five years and thereafter are as follows (amounts in thousands):

Years Ending December 31,

2015	$	83,892
2016		209,896
2017		51,499
2018		54,582
2019		19,135
Thereafter		1,802,584

		2,221,588
Debt discounts		(54,089	)

	$	2,167,499

Terminated Debt Facilities

Original Opco and GVR Credit Agreements

On June 17, 2011, NP Opco LLC ("Opco"), a wholly owned subsidiary of Station LLC, entered into a credit agreement (the "Original Opco Credit Agreement") with Deutsche Bank, as administrative agent, and the other lender parties thereto, consisting of approximately $435.7 million in aggregate principal amount of term loans and a revolving credit facility in the amount of $25 million. In addition, on June 17, 2011, Station GVR Acquisition, LLC ("GVR"), an indirect wholly owned subsidiary of Station LLC, entered into a first lien credit agreement with Jefferies Finance LLC and Goldman Sachs Lending Partners LLC, as initial lenders (collectively, the "GVR Lenders"), consisting of a revolving credit facility in the amount of $10 million and a term loan facility in the amount of $215 million, and a second lien credit agreement with the GVR Lenders with a term loan facility in the amount of $90 million (the "GVR Credit Agreements"). In September 2012, amounts outstanding under the Original Opco Credit Agreement and the GVR Credit Agreements were repaid in full with proceeds from the Opco credit agreement, and the credit agreements were terminated.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

11. Long-term Debt (Continued)

Opco Credit Agreement

In September 2012, Opco and GVR, jointly and severally as co-borrowers, entered into a credit agreement (the "Opco Credit Agreement") with Deutsche Bank, as administrative agent, and the other lender parties thereto, consisting of a term loan facility in the principal amount of $575 million (the "Opco Term Loan") and a revolving credit facility in the amount of $200 million (the "Opco Revolver"). Approximately $517 million of the borrowings incurred under the Opco Term Loan were applied to repay in full the amounts outstanding under the Original Opco Credit Agreement and the GVR Credit Agreements. The remaining borrowings under the Opco Term Loan were used for transaction fees and expenses, ongoing working capital and other general corporate purposes.

The Company evaluated the September 2012 refinancing transactions in accordance with the accounting guidance for debt modifications and extinguishments. Because certain lenders under the Opco Credit Agreement were lenders under the previous debt facilities, the Company applied the accounting guidance on a lender by lender basis. As a result of its evaluation, the Company accounted for the majority of the transaction as an extinguishment of debt and recognized a loss of $51.8 million in 2012, primarily representing the write-off of unamortized debt discount and debt issuance costs related to the previous credit facilities. The portion of the transaction that did not meet the criteria for debt extinguishment was accounted for as a modification. In March 2013, amounts outstanding under the Opco Credit Agreement were repaid in full using proceeds from the Credit Facility as noted above, and the Opco Credit Agreement was terminated.

Propco Credit Agreement

On June 17, 2011, Station LLC, as borrower, entered into a credit agreement (the "Propco Credit Agreement") with Deutsche Bank, as administrative agent, and the other lender parties thereto (collectively, the "Mortgage Lenders"), consisting of a term loan facility in the principal amount of $1.575 billion (the "Propco Term Loan") and a revolving credit facility in the amount of $125 million (the "Propco Revolver"). The Propco Term Loan originally had three tranches: Tranche B-1 in the principal amount of $200 million, Tranche B-2 in the principal amount of $750 million and Tranche B-3 in the principal amount of $625 million. The initial maturity date of the loans made under the Propco Credit Agreement was June 17, 2016, with two additional one-year extension periods, subject to certain conditions. In January 2012, the lenders thereunder elected to fix the interest rate on the $625 million Tranche B-3 loan and exchange such fixed rate Tranche B-3 loans for senior notes (the "Propco Senior Notes") pursuant to the terms of the Propco Credit Agreement. Amounts outstanding under the Propco Credit Agreement were repaid in full on March 1, 2013 using the proceeds of the Credit Facility as noted above, and the Propco Credit Agreement was terminated.

Propco Senior Notes

In January 2012, pursuant to the terms of the Propco Credit Agreement, Station LLC issued $625 million in aggregate principal amount of Propco Senior Notes in exchange for $625 million in principal amount of Tranche B-3 loans that were outstanding under the Propco Credit Agreement. The Propco Senior Notes were issued pursuant to an indenture among Station LLC, NP Boulder LLC, NP Palace LLC, NP Red Rock LLC, NP Sunset LLC, NP Development LLC, NP Losee Elkhorn Holdings LLC (each a wholly owned subsidiary of Station LLC) and Wells Fargo Bank, National Association, as Trustee. On March 1, 2013, Station LLC repurchased all of the Propco Senior Notes

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11. Long-term Debt (Continued)

pursuant to a tender offer at a purchase price of $991.50 in cash, plus a $10 consent payment per $1,000 in principal amount.

12. Derivative Instruments

The Company's objective in using derivative instruments is to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as a primary part of its cash flow hedging strategy. The Company's interest rate swaps utilized as cash flow hedges involve the receipt of variable-rate payments in exchange for fixed—rate payments over the life of the agreements without exchange of the underlying notional amount. The Company does not use derivative financial instruments for trading or speculative purposes. The Company carries derivative instruments on the Combined Balance Sheets at fair value, which incorporates adjustments for the nonperformance risk of the Company and the counterparties. At December 31, 2014, the Company had two outstanding interest rate swaps with a total notional amount of $1.0 billion. One of the Company's interest rate swaps with a notional amount of approximately $700 million matured in July 2015, and the notional amount of the Company's remaining interest rate swap, which matures in 2017, increased by the same amount.

The table below presents the fair value of the Company's derivative financial instruments, exclusive of any accrued interest, as well as the classification on the Combined Balance Sheets (amounts in thousands):

		Fair value at December 31,

	Balance sheet classification	2014		2013
Derivatives designated as hedging instruments:
Interest rate swap	Other accrued liabilities	$	4,149	$	—
Interest rate swaps	Interest rate swaps and other long-term liabilities, net		6,105		13,030

The Company recognizes changes in the fair value of derivative instruments each period as described below in the Cash Flow Hedges and Non-Designated Hedges sections.

As of December 31, 2014, the Company had not posted any collateral related to its interest rate swap agreements; however, the Company's obligations under the interest rate swaps are subject to the security and guarantee arrangements applicable to the related credit agreements. The swap agreements contain cross-default provisions under which the Company could be declared in default on its obligations under such agreements if certain conditions of default exist on Station LLC's Credit Facility. As of December 31, 2014, the termination value of the interest rate swaps, including accrued interest, was a net liability of $11.2 million. Had the Company been in breach of the provisions of the swap arrangements, it could have been required to pay the termination value to settle the obligations.

Cash Flow Hedges

As of December 31, 2014, the Company had two outstanding interest rate swaps that effectively converted $1.0 billion of its variable interest rate debt to a fixed rate of approximately 5.29%. In accordance with the accounting guidance for derivatives and hedging, the Company has designated the

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

12. Derivative Instruments (Continued)

full notional amount of both interest rate swaps as cash flow hedges of interest rate risk. Under the terms of the swap agreements, the Company pays fixed rates of 1.77% and 2.13% and receives variable rates based on one-month LIBOR (subject to a minimum of 1.00%).

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in other comprehensive income (loss) are reclassified as an adjustment to interest expense. Gains or losses on any ineffective portion of derivative instruments in cash flow hedging relationships are recorded in the period in which they occur as a component of change in fair value of derivative instruments in the Combined Statements of Operations. The Company's two outstanding designated interest rate swaps had fair values other than zero at the time they were designated, resulting in ineffectiveness.

The tables below present the Company's gains (losses) on derivative financial instruments and the location within the combined financial statements (amounts in thousands):

										Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)

	Amount of Gain (Loss) on Derivatives Recognized in Other Comprehensive Income (Effective Portion)
									Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Effective Portion)
	Year Ended December 31,									Year Ended December 31,
Derivatives in Cash Flow Hedging Relationships	2014			2013		2012				2014			2013			2012
Interest rate swaps	$	(7,999	)	$	772	$	(18,918	)	Interest expense, net	$	(12,896	)	$	(13,133	)	$	(12,446	)

		Amount of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)

		Year Ended December 31,
	Location of Gain (Loss) on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Year Ended December 31,
Derivatives in Cash Flow Hedging Relationships		2014			2013			2012
Interest rate swaps	Change in fair value of derivative instruments	$	(90	)	$	(87	)	$	(860	)

Losses reclassified from accumulated other comprehensive loss into interest expense, net include reclassifications of deferred losses related to discontinued cash flow hedging relationships. In addition, as a result of the September 2012 refinancing transactions, the loss on ineffective portion shown above for the year ended December 31, 2012 includes a loss of $0.7 million that was reclassified from accumulated other comprehensive income into earnings because it became probable that certain previously hedged forecasted transactions would not occur.

Approximately $8.4 million of deferred losses included in accumulated other comprehensive loss on the Company's Combined Balance Sheet at December 31, 2014 is expected to be reclassified into earnings during the next twelve months. This amount includes a portion of the previously deferred losses related to discontinued cash flow hedging relationships.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

12. Derivative Instruments (Continued)

Interest Rate Swap Amendments

In July 2011, the Company entered into three variable-to-fixed interest rate swaps with initial notional amounts totaling $1.3 billion that effectively converted a portion of its variable-rate debt to fixed rates. Under the terms of the swap agreements, the Company paid fixed rates ranging from 1.29% to 2.03% and received variable rates based on one-month LIBOR (subject to a minimum of 1.50% for one swap with an initial notional amount of $228.5 million). These interest rate swaps effectively fixed the interest rates on a portion of the Company's debt equal to the notional amount of the interest rate swaps.

In September 2012, in connection with entering into the Opco Credit Agreement, the Company terminated one of its interest rate swaps and paid approximately $3.0 million to the counterparty. The Company also amended one of the two remaining interest rate swaps to include a minimum variable interest rate of 1.25% to match the terms of the Opco Term Loan. The Company's three cash flow hedging relationships that existed at the time were discontinued, and cumulative deferred losses of $28.6 million that had been recognized in other comprehensive income were being amortized through July 2015, the original maturity date of the swap, as an increase to interest expense as the hedged interest payments continue to occur. The two remaining interest rate swaps were redesignated in cash flow hedging relationships.

In connection with the debt refinancing transactions in March 2013, the Company amended one of its interest rate swaps to include a minimum variable interest rate of 1.00% to match the terms of the Credit Facility. The Company also amended its other interest rate swap to include a minimum interest rate of 1.00% on the variable interest rate leg to match the terms of the Credit Facility as well as to extend the maturity and adjust the notional amount. These amendments resulted in the discontinuation of the Company's two cash flow hedging relationships that existed at the time, and as a result of the discontinuation, cumulative deferred losses of $1.1 million that had been previously recognized in other comprehensive income were being amortized as an increase to interest expense as the previously hedged interest payments continue to occur through July 2015, the original maturity date of the swap. The amended interest rate swaps were redesignated in cash flow hedging relationships. The amended interest rate swaps contain an other-than-insignificant financing element and accordingly, the cash flows associated with the amended interest rate swaps are reported as financing activities in the Combined Statement of Cash Flows.

Non-Designated Hedges

From time to time the Company holds interest rate swaps that are not designated as hedges. Such non-designated interest rate swaps are not speculative and are used to manage the Company's exposure to interest rate movements, but do not meet the hedge accounting requirements. Prior to the March 2013 amendment and re-designation of the interest rate swaps described above, a portion of one of the Company's interest rate swaps was not designated in a hedging relationship. At December 31, 2014 and 2013, the Company had no interest rate swaps that were not designed as hedges. The Company records changes in the fair value of any interest rate swaps not designated in hedging relationships in the period in which they occur as a component of change in fair value of derivative instruments in the Combined Statements of Operations. The portion of the swap that was designated as a cash flow hedge is reflected in the designated cash flow hedges discussion above.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

12. Derivative Instruments (Continued)

The table below presents the effect of the Company's derivative financial instruments that were not designated in hedging relationships on the Combined Statements of Operations (amounts in thousands):

		Amount of Gain (Loss) on Derivatives Recognized in Income

		Year Ended December 31,
	Location of Gain (Loss) on Derivatives Recognized in Income	Year Ended December 31,
Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Income	2014		2013			2012
Interest rate swap	Change in fair value of derivative instruments	$	—	$	(204	)	$	(61	)

13. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

The following tables present information about the Company's financial assets and liabilities measured at fair value on a recurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall (amounts in thousands):

			Fair Value Measurement at Reporting Date Using

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities(a)	$	187	$	187	$	—	$	—
Liabilities
Interest rate swaps	$	10,254	$	—	$	10,254	$	—

			Fair Value Measurement at Reporting Date Using

	Balance as of December 31, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities(a)	$	250	$	250	$	—	$	—
Liabilities
Interest rate swaps	$	13,030	$	—	$	13,030	$	—

(a): Available-for-sale securities are included in other assets in the accompanying Combined Balance Sheets.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

13. Fair Value Measurements (Continued)

Assets Measured at Fair Value on a Nonrecurring Basis

During the year ended December 31, 2014, the Company performed an interim impairment assessment for Fertitta Interactive's goodwill and long-lived assets. The Company determined that the carrying amounts were not recoverable due to negative cash flows forecasted for future periods and that the assets would have minimal value to a market participant. As a result, the Company recognized an impairment charge to write off the goodwill and other long-lived assets of Fertitta Interactive, which is included in discontinued operations in the Combined Statements of Operations. The Company's assessment was based on Level 3 unobservable inputs under the fair value hierarchy. See Note 3 for additional information about Fertitta Interactive.

During the year ended December 31, 2014, the Company entered into an agreement to sell a parcel of land in Reno and recognized a $11.7 million impairment charge to write down the carrying value of the land to $2.0 million, which represented its estimated fair value less cost to sell. The land sale was completed in December 2014.

During the year ended December 31, 2013, the Company recognized goodwill impairment losses of $1.2 million (see Note 5).

During the year ended December 31, 2012, the Company recognized impairment losses totaling $10.1 million related to certain land held for development, including related buildings and improvements, and reduced the carrying amount of those assets to the estimated fair values (see Note 6).

In June 2015, the Company recognized an impairment charge of $1.8 million to reduce the $3.9 million carrying amount of a parcel of land to its estimated fair value less cost to sell.

Fair Value of Long-term Debt

The following table presents information about the estimated fair value of the Company's long-term debt compared with its carrying amount (amounts in millions):

	December 31,

	2014		2013
Aggregate fair value	$	2,186	$	2,322
Aggregate carrying amount	$	2,167	$	2,221

The estimated fair value of the Company's long-term debt is based on quoted market prices from various banks for similar instruments, which is considered a Level 2 input under the fair value hierarchy.

14. Members' Equity

Station Holdco

Station Holdco has two classes of membership interests: common units and non-voting profit units. The common units are owned by (i) FI Station Investor, LLC, an affiliate of Frank J. Fertitta III and Lorenzo J. Fertitta ("FI Station Investor"), (ii) German American Capital Corporation, an indirect wholly owned subsidiary of Deutsche Bank, and (iii) indirectly by certain former general unsecured

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

14. Members' Equity (Continued)

creditors of STN. In addition, the former lenders of STN and FI Station Investor indirectly own warrants to purchase approximately 4.5% of the common units of Station Holdco on a fully diluted basis. As of December 31, 2014, the warrants have exercise prices of approximately $3.31 and $3.97, depending on the series of warrant, expire on June 17, 2018 and may be exercised following the earlier of (i) December 17, 2017 and (ii) the occurrence of a capital raising transaction by Station Holdco that involves a determination of the equity value of Station Holdco. The profit units of Station Holdco, which have no voting rights, are owned by SH Employeeco LLC pursuant to the Station Holdco Profit Units Plan (the "Station Profit Units Plan"), under which profit units are awarded to certain employees of Station LLC. Following distributions to holders of Station Holdco common units in an amount equal to the greater of (x) a return of capital and a 15% preferred return and (y) a specified threshold amount, holders of profit units are entitled to pro rata distributions in proportion to their percentage interest in Station Holdco. As of December 31, 2014, 10.2 million profit units were issued and outstanding, representing approximately 2.53% of the outstanding membership units of Station Holdco. See Note 15 for additional information about the Station Profit Units Plan.

Station Voteco

Station Voteco has a single class of membership interests, common units, of which are 61.4% are owned by Fertitta Station Voteco Member LLC, an affiliate of Frank J. Fertitta and Lorenzo J. Fertitta, and 38.6% are owned by a designee of German American Capital Corporation.

Fertitta Entertainment

Fertitta Entertainment has two classes of membership interests: common units and profit units. The common units, which represent 81.8% of the economic interests and 100% of the voting interests of Fertitta Entertainment, are owned by affiliates of Frank J. Fertitta III and Lorenzo J. Fertitta. The profit units of Fertitta Entertainment, which have no voting rights, are owned by FE Employeeco LLC pursuant to the Fertitta Entertainment Profit Units Plan, and represent 18.2% of the economic interests of Fertitta Entertainment. See Note 15 for additional information about the Fertitta Entertainment Profit Units Plan.

During the year ended December 31, 2014, the Company paid distributions to members totaling $153.3 million, and MPM paid distributions of $10.1 million to Station LLC's noncontrolling interest holders. During the period January 1, 2015 through September 30, 2015, the Company paid distributions to members totaling $188.4 million, and $9.4 million in distributions were paid to noncontrolling interest holders.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

14. Members' Equity (Continued)

Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows (amounts in thousands):

	Unrealized loss on interest rate swaps			Unrealized gain (loss) on available-for- sale securities			Total

Balances, December 31, 2012	$	(25,778	)	$	106		$	(25,672	)
Unrealized gain on interest rate swaps		772			—			772
Reclassification of unrealized loss on interest rate swaps into income		13,133			—			13,133
Unrealized loss on available-for-sale securities		—			(166	)		(166	)

Balances, December 31, 2013		(11,873	)		(60	)		(11,933	)
Unrealized loss on interest rate swaps		(7,999	)		—			(7,999	)
Reclassification of unrealized loss on interest rate swaps into income		12,896			—			12,896
Unrealized loss on available-for-sale securities		—			(63	)		(63	)

Balances, December 31, 2014	$	(6,976	)	$	(123	)	$	(7,099	)

Income (Loss) Attributable to Station Holdco Combined

Net income (loss) attributable to Station Holdco Combined was as follows (amounts in thousands):

	Year Ended December 31,

	2014			2013			2012
Net income (loss) from continuing operations	$	124,401		$	(81,531	)	$	27,093
Net loss from discontinued operations		(23,859	)		(13,467	)		(5,978	)

Net income (loss)	$	100,542		$	(94,998	)	$	21,115

Noncontrolling Interest

Noncontrolling interest represents ownership interests in consolidated subsidiaries of Station LLC that are held by owners other than Station LLC. At December 31, 2014, noncontrolling interest included a 50% ownership interest in MPM, a 42.7% ownership interest in Fertitta Interactive and ownership interests of the former mezzanine lenders and former unsecured creditors of STN who hold warrants to purchase stock in CV Propco and NP Tropicana LLC.

15. Share-Based Compensation

The Company has three share-based compensation plans that are designed to attract, retain and motivate employees and to align the interests of those individuals and the Company's members.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

15. Share-Based Compensation (Continued)

The Company measures its share-based compensation expense at the grant date based on the fair value of the award and recognizes the expense over the requisite service period. The Company uses the straight-line method to recognize compensation expense for share-based awards with graded vesting. The Company estimates the fair value of its share-based compensation awards on the date of grant using an option pricing method, which utilizes various key inputs and assumptions that are estimated by management. Key inputs and assumptions include the Company's total equity value, equity volatility, risk free rate and time to liquidity event. Management estimates the Company's total equity value using a combination of the income approach, which incorporates cash flow projections that are discounted at an appropriate rate, and the market approach, which involves applying a market multiple to the Company's projected operating results. Volatility is estimated using the historical average volatility for comparable companies based on weekly stock price returns, and the discount for post-vesting restrictions is estimated based on an average-strike put option model. For share-based compensation awards that it intends to settle partially in cash, the Company applies liability accounting, and compensation expense is measured based on the fair value of these awards, which is remeasured at each reporting period until the liability is settled.

Share-based compensation is classified in the same financial statement line items as cash compensation. Share-based compensation expense is included within operating costs and expenses in the accompanying Combined Statements of Operations as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Casino	$	125	$	110	$	149
Food and beverage		—		35		93
Room		62		51		21
Selling, general and administrative		12,570		16,163		7,866

Total	$	12,757	$	16,359	$	8,129

Station Profit Units Plan

Station Holdco's Board of Directors has adopted the Station Holdco LLC Profit Units Plan, under which up to 14 million profit units ("Profit Units") may be issued to employees of Station LLC. Profit Unit awards vest over requisite service periods of three to four years. Holders of Profit Units are entitled to participate in Station Holdco's distributions, subject to certain preferred distribution rights of Station Holdco's common unit holders. Upon termination of a plan participant's employment for any reason, any unvested awards are forfeited. Under certain circumstances, including termination of employment for any reason, the Company may call the terminated employee's vested awards at fair value at any time after a holding period of six months.

The weighted-average grant date fair value of Profit Units awarded during each of the years ended December 31, 2014 and 2013 was $1.23 per unit. The weighted-average grant date fair value of Profit

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

15. Share-Based Compensation (Continued)

Units awarded during the year ended December 31, 2012 was $1.26 per unit. The weighted-average grant date fair values were estimated based on weighted-average assumptions in the table below.

	Year Ended December 31,

	2014			2013			2012
Risk-free interest rate		0.35	%		0.35	%		0.41	%
Expected volatility		40	%		40	%		45	%
Expected life (in years)		3			3			3
Dividend yield		—			—			—
Discount for post-vesting restrictions		20	%		20	%		25	%

A summary of the status of the Station Profit Units Plan as of December 31, 2014 and changes during the year then ended is presented below:

			Weighted- average grant date fair value per unit

Nonvested units at January 1, 2014	8,038		$	1.25
Activity during the period:
Granted	171			1.23
Vested	(2,486	)		1.25
Forfeited	(834	)		1.26

Nonvested units at December 31, 2014	4,889		$	1.25

The estimated fair value of Profit Units that vested during the years ended December 31, 2014 and 2013 was $3.1 million and $3.5 million, respectively. The total unrecognized compensation cost related to nonvested awards under the Station Profit Units Plan was $4.0 million at December 31, 2014, which is expected to be recognized over a weighted-average period of 1.6 years.

Fertitta Entertainment Profit Units Plan

The Fertitta Entertainment Profit Units Plan provides for the issuance of Fertitta Entertainment profit interests ("FE Profit Interests") to certain key executives of Fertitta Entertainment. The FE Profit Interests vest over requisite service periods of four to five years. Holders of FE Profit Interests are entitled to participate in Fertitta Entertainment's distributions, subject to the return of capital contributions made by the common unit holders and certain other preferred distribution rights.

The weighted-average grant date fair value of FE Profit Interests awarded during each of the years ended December 31, 2013 and 2012 was $1,362 per unit. No FE Profit Interests were awarded during the year ended December 31, 2014. Key assumptions utilized in estimating the grant date fair value of the FE Profit Interests awarded during the years ended December 31, 2013 and 2012 were a risk-free interest rate of 0.83%, expected volatility of 50%, an expected life of five years, zero dividend yield and a discount for post-vesting restrictions of 25%.

The Company applies liability accounting for certain awards of FE Profit Interests that may be settled in cash and remeasures the awards at fair value each reporting period. The liability awards are

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

15. Share-Based Compensation (Continued)

included in interest rate swaps and other long-term liabilities, net in the accompanying Combined Balance Sheets and were $3.4 million and $2.3 million at December 31, 2014 and 2013, respectively. Key assumptions utilized in estimating the fair value of the liability awards at December 31, 2014 and 2013 were a risk-free interest rate of 0.83%, expected volatility of 50%, an expected life of five years, zero dividend yield and a discount for post-vesting restrictions of 25%.

A summary of the status of the FE Profit Interests as of December 31, 2014 and changes during the year then ended is presented below:

	Equity Awards					Liability Awards

	Units			Weighted- average grant date fair value per unit		Units			Weighted- average grant date fair value per unit
Nonvested units at January 1, 2014		4,400		$	1,362		4,000		$	1,362
Activity during the period:
Granted		—			—		—			—
Vested		(2,450	)		1,362		(1,313	)		1,362
Cancelled or forfeited		(950	)		1,362		—			—

Nonvested units at December 31, 2014		1,000		$	1,362		2,687		$	1,362

The estimated fair value of the FE Profit Interests that vested during the years ended December 31, 2014, 2013 and 2012 was $5.4 million, $6.0 million and $4.5 million, respectively. The total unrecognized compensation cost related to nonvested FE Profit Interests was $3.7 million at December 31, 2014, which is expected to be recognized in 2015.

FI Station Investor Profit Units Plan

Certain key executives of Fertitta Entertainment have been issued profit interest awards by FI Station Investor, the holder of 58.4% of Station Holdco's common units, pursuant to the FI Station Investor Profit Units Plan (the "FI Profit Interests"). The FI Profit Interests vest over requisite service periods ranging from 2.5 years to four years. Holders of FI Profit Interests are entitled to participate in FI Station Investor's distributions, subject to the return of capital contributions made by the common unit holders and certain other preferred distribution rights.

The estimated grant date fair value of FI Profit Interests awarded during the year ended December 31, 2013 was $1.03 per unit. No FI Profit Interests were granted during the years ended December 31, 2014 or 2012. Key assumptions utilized in estimating the grant date fair value of the FI Profit Interests awarded during the year ended December 31, 2013 were a risk-free interest rate of 0.36%, expected volatility of 40%, an expected life of three years, zero dividend yield and a discount for post-vesting restrictions of 20%.

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

15. Share-Based Compensation (Continued)

A summary of the status of the FI Profit Interests as of December 31, 2014 and changes during the year then ended is presented below:

			Weighted- average grant date fair value per unit

Nonvested units at January 1, 2014	10,837		$	0.82
Activity during the period:
Granted	—			—
Vested	(4,741	)		0.79
Cancelled or forfeited	(1,129	)		0.70

Nonvested units at December 31, 2014	4,967		$	0.88

The estimated fair value of the FI Profit Interests that vested during the years ended December 31, 2014, 2013 and 2012 was $4.9 million, $5.5 million and $3.2 million, respectively. The total unrecognized compensation cost related to nonvested FI Profit Interests was $3.6 million at December 31, 2014, which is expected to be recognized during 2015.

16. Write-downs and Other Charges, Net

Write-downs and other charges, net include various charges to record net losses on asset disposals and non-routine transactions. Write-downs and other charges, net consisted of the following (amounts in thousands):

	Year Ended December 31,

	2014			2013		2012
Loss on disposal of assets, net	$	19,728		$	9,461	$	471
Severance expense		1,941			1,525		2,913
Other, net		(713	)		909		6,574

	$	20,956		$	11,895	$	9,958

Loss on disposal of assets for the year ended December 31, 2014 primarily represents the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as asset disposals related to various renovation projects. During the year ended December 31, 2012, the Company paid $5.0 million in satisfaction of an option granted to a former owner of Green Valley Ranch to reacquire an ownership interest in the property as provided in a settlement agreement.

17. Retirement Plans

401(k) Plan

The Company has two defined contribution 401(k) plans that cover all of the employees of Station LLC and Fertitta Entertainment, respectively, who meet certain age and length of service requirements and allow an employer contribution of up to 50% of the first 4% of each participating employee's compensation contributed to the respective plan. Participants may elect to defer pretax compensation through payroll deductions. These deferrals are regulated under Section 401(k) of the

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17. Retirement Plans (Continued)

Internal Revenue Code. The Company recorded expense for matching contributions of $3.3 million, $3.1 million and $2.9 million for the years ended December 31, 2014, 2013 and 2012, respectively.

18. Related Party Transactions

Station LLC has entered into credit agreements with certain lenders including Deutsche Bank, which (a) owns approximately 25% of the common units of Station Holdco, (b) has the right to designate members that hold 38.6% of the units of Station Voteco, the owner of all of Station's Voting Units, and (c) has the right to designate up to two individuals to serve on each of Station Holdco's Board of Directors and Station LLC's Board of Managers.

On November 16, 2012, Station LLC acquired a 50.1% indirect ownership interest in Fertitta Interactive from entities controlled by Frank J. Fertitta III and Lorenzo J. Fertitta for cash consideration of $20.7 million (see Note 3).

Station LLC has entered into long-term agreements with a related party for ground leases at two of its properties. Station LLC's annual lease payments related to these ground leases totaled approximately $6.7 million for the years ended December 31, 2014, 2013 and 2012, which is included in selling, general and administrative expense in the Combined Statements of Operations (see Note 19).

Effective March 5, 2014, Fertitta Entertainment entered into a promissory note receivable with one of the Company's executive officers in the amount of $0.5 million. The maturity of the promissory note is the earlier of the sale of the executive's residence or July 5, 2016. The carrying amount of this note receivable is included in Receivables, net in the Combined Balance Sheet at December 31, 2014. As of July 5, 2015, Fertitta Entertainment is authorized to apply all bonuses and/or distributions otherwise payable to the executive to the outstanding balance. For the year ended December 31, 2014, Fertitta Entertainment recognized $21,000 in interest income associated with this note receivable.

Effective March 1, 2010, Fertitta Entertainment entered into a promissory note receivable with one of the Company's executive officers in the amount of $0.3 million in connection with his employment agreement. Commencing on March 31, 2010 and continuing thereafter on the last calendar day of each of the succeeding thirty-five (35) months, the principal amount outstanding under the note on each such date was automatically reduced by $7,000 or a lesser amount to reduce to zero the principal amount outstanding. For the year ended December 31, 2013 and 2012, amounts forgiven totaled $14,000 and $56,000, respectively. The carrying amount of the note receivable was reduced to zero at December 31, 2013.

On April 26, 2012, Fertitta Entertainment entered into a Non-Recourse Secured Promissory Note (the "Note") due April 30, 2019, with Fertitta Investment LLC ("FI"), under which from time to time Fertitta Entertainment may lend or advance up to a maximum of $15.0 million. FI is the parent company of FI Station Investor. The principal balance accrues interest at the rate of 4.99%. If a partial payment on principal is made, the corresponding portion of accrued interest will be concurrently paid. The principal balance of the Note was $14.9 million and unpaid interest was $1.9 million as of December 31, 2014. For the years ended December 31, 2014, 2013 and 2012, interest income associated with this note receivable was $0.7 million, $0.8 million and $0.5 million respectively.

Fertitta Entertainment entered into various agreements for partial use of and to share in the cost of airplanes with Fertitta Enterprises, Inc. ("Enterprises"), a related party owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust, and Zuffa LLC ("Zuffa"), a related party

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NOTES TO COMBINED FINANCIAL STATEMENTS (Continued)

18. Related Party Transactions (Continued)

because certain equityholders (or affiliates thereof) of the Company also own a direct interest in Zuffa. As of December 31, 2014 and 2013, Fertitta Entertainment accrued $0.1 million and $0.4 million respectively, related to the airplane agreements, which is included in other accrued liabilities in the accompanying Combined Balance Sheets. For the years ended December 31, 2014, 2013 and 2012, the cost related to the airplane agreements was $2.1 million and $3.0 million, and $2.3 million, respectively, which is included in selling, general and administrative expenses in the Combined Statements of Operations.

Effective November 28, 2011 and April 1, 2012, Fertitta Entertainment entered into Reimbursement Agreements with Zuffa, under which Fertitta Entertainment is entitled to reimbursement of fifty percent (50%) of salary, bonuses and payroll taxes and benefits paid by Fertitta Entertainment in connection with certain individuals. As of December 31, 2013, there was $0.4 million outstanding under the Reimbursement Agreements, which were terminated effective December 31, 2013. In January 2014, Fertitta Entertainment received full payment on the outstanding amount due from Zuffa under the Reimbursement Agreements.

As of December 31, 2014 and 2013, balances due to the Company for expenses paid on behalf of related parties, primarily employees, were $1.1 million and $0.8 million, respectively, which is included in Receivables, net in the Combined Balance Sheets.

19. Commitments and Contingencies

Leases

Boulder Station Lease

Station LLC leases 27 acres of land on which a portion of Boulder Station is located pursuant to a ground lease. Station LLC leases this land from KB Enterprises, a company owned by the Frank J. Fertitta and Victoria K. Fertitta Revocable Family Trust (the "Related Lessor"). Frank J. Fertitta, Jr. and Victoria K. Fertitta are the parents of Frank J. Fertitta III, who is a member of Station LLC's Board of Managers and Chief Executive Officer, and Lorenzo J. Fertitta, who is a member of Station LLC's Board of Managers. The lease has a maximum term of 65 years, ending in June 2058. The lease provides for monthly payments of $222,933 through June 2018. In July 2018, and every ten years thereafter, the rent will be adjusted by a cost of living factor. In July 2023 and every ten years thereafter, the rent is subject to adjustment based on the product of the fair market value of the land and the greater of the then prevailing annual rate of return for comparably situated property or 8% per year. In no event will the rent for any period be less than the rent for the immediately preceding period. Pursuant to the ground lease, Station LLC has an option to purchase the land at fair market value, exercisable in July 2018 and at five-year intervals thereafter. Station LLC's leasehold interest in the property is subject to a lien to secure borrowings under the Credit Agreements.

Texas Station Lease

Station LLC leases 47 acres of land on which Texas Station is located pursuant to a ground lease. Station LLC leases this land from Texas Gambling Hall & Hotel, Inc., a company owned by the Related Lessor. The lease has a maximum term of 65 years, ending in July 2060. The lease provides for monthly rental payments of $366,435 through July 2020. In August 2020 and every ten years thereafter, the rent is subject to adjustment based on the product of the fair market value of the land and the

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19. Commitments and Contingencies (Continued)

greater of the then prevailing annual rate of return for comparably situated property or 8% per year. In August 2025, and every ten years thereafter, the rent will be adjusted by a cost of living factor. In no event will the rent for any period be less than the rent for the immediately preceding period. Pursuant to the ground lease, Station LLC has an option to purchase the land at fair market value, exercisable in April 2030 and at five-year intervals thereafter. Station LLC's leasehold interest in the property is subject to a lien to secure borrowings under the Credit Agreements.

Wild Wild West Lease

Station LLC leases from a third-party lessor the 20-acre parcel of land on which Wild Wild West is located and is a party to a purchase agreement for the land. The significant terms of the agreement include (i) annual rent adjustments through January 2020 and every three years thereafter, (ii) options under which Station LLC may purchase the land at any time through 2019 at established fixed prices, (iii) a one-time termination option at Station LLC's election in 2019, and (iv) options under which Station LLC may purchase the land in July 2023, 2044 and 2065 for a purchase price equal to fair market value as of July 2022, 2043 and 2064, respectively. Monthly rental payments under the Wild Wild West lease were $125,637 for the year ended December 31, 2014.

Other Operating Leases

In addition to the leases described above, the Company also leases certain other buildings and equipment used in its operations, which have operating lease terms expiring through 2042.

Future minimum lease payments required under all non-cancelable operating leases are as follows (amounts in thousands):

Years Ending December 31,

2015	$	8,773
2016		8,813
2017		8,718
2018		8,666
2019		8,694
Thereafter		388,155

Total	$	431,819

Rent expense, excluding discontinued operations, was as follows (amounts in thousands):

	Year Ended December 31,

	2014		2013		2012
Rent expense	$	8,509	$	8,444	$	8,513

Legal Matters

The Company and its subsidiaries are defendants in various lawsuits relating to routine matters incidental to their business. As with all litigation, no assurance can be provided as to the outcome of any legal matters and litigation inherently involves significant costs.

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CONDENSED COMBINED BALANCE SHEETS

(amounts in thousands)

	September 30, 2015			December 31, 2014

	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	102,648		$	122,579
Restricted cash		1,067			1,067
Receivables, net		34,543			35,621
Inventories		8,859			9,960
Prepaid gaming tax		20,786			19,426
Prepaid expenses and other current assets		10,372			7,719
Current assets of discontinued operations		196			1,746
Assets held for sale		15,346			—

Total current assets		193,817			198,118
Property and equipment, net of accumulated depreciation of $450,901 and $375,319 at September 30, 2015 and December 31, 2014, respectively		2,145,485			2,136,910
Goodwill		195,676			195,676
Intangible assets, net of accumulated amortization of $64,064 and $50,313 at September 30, 2015 and December 31, 2014, respectively		154,581			168,332
Land held for development		174,320			202,222
Investments in joint ventures		14,358			19,840
Native American development costs		11,264			9,619
Related party note receivable		17,382			16,825
Other assets, net		45,936			48,417

Total assets	$	2,952,819		$	2,995,959



LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
Accounts payable	$	21,734		$	26,256
Accrued interest payable		3,988			15,049
Other accrued liabilities		146,185			121,436
Current portion of long-term debt		114,770			83,892
Current liabilities of discontinued operations		106			251

Total current liabilities		286,783			246,884
Long-term debt, less current portion		2,086,359			2,083,607
Deficit investment in joint venture		2,312			2,339
Interest rate swaps and other long-term liabilities, net		30,165			19,012

Total liabilities		2,405,619			2,351,842

Commitments and contingencies (Note 10)
Members' equity:
Combined members' equity		531,428			625,042
Accumulated other comprehensive loss		(6,693	)		(7,099	)

Total combined members' equity		524,735			617,943
Noncontrolling interest		22,465			26,174

Total members' equity		547,200			644,117

Total liabilities and members' equity	$	2,952,819		$	2,995,959

The accompanying notes are an integral part of these condensed combined financial statements.

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CONDENSED COMBINED STATEMENTS OF INCOME

(amounts in thousands, unaudited)

	Nine Months Ended September 30,

	2015			2014
Operating revenues:
Casino	$	683,598		$	662,392
Food and beverage		187,565			177,357
Room		92,311			84,479
Other		52,925			53,434
Management fees		63,703			51,506

Gross revenues		1,080,102			1,029,168
Promotional allowances		(75,918	)		(71,288	)

Net revenues		1,004,184			957,880

Operating costs and expenses:
Casino		257,269			253,127
Food and beverage		121,197			117,126
Room		34,762			34,010
Other		19,537			22,161
Selling, general and administrative		253,941			240,968
Preopening		1,121			286
Depreciation and amortization		103,896			95,600
Asset impairment		2,101			11,739
Write-downs and other charges, net		7,446			20,592

		801,270			795,609

Operating income		202,914			162,271
Earnings from joint ventures		1,070			754

Operating income and earnings from joint ventures		203,984			163,025

Other (expense) income:
Interest expense, net		(109,030	)		(114,631	)
Loss on extinguishment of debt		(90	)		(4,132	)
Gain on Native American development		—			49,074
Change in fair value of derivative instruments		(4	)		(2	)

		(109,124	)		(69,691	)

Net income from continuing operations		94,860			93,334
Discontinued operations		(171	)		(42,312	)

Net income		94,689			51,022
Less: net income (loss) attributable to noncontrolling interests		5,730			(11,921	)

Net income attributable to Station Holdco LLC	$	88,959		$	62,943

The accompanying notes are an integral part of these condensed combined financial statements.

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CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(amounts in thousands, unaudited)

	Nine Months Ended September 30,

	2015			2014
Net income	$	94,689		$	51,022
Other comprehensive income (loss):
Unrealized gain on interest rate swaps:
Unrealized loss arising during period		(6,945	)		(5,181	)
Reclassification of unrealized loss on interest rate swaps into operations		7,222			9,720

Unrealized gain on interest rate swaps, net		277			4,539
Unrealized gain (loss) on available-for-sale securities:
Unrealized loss arising during the period		(72	)		(81	)
Reclassification of other-than-temporary impairment of available-for-sale securities into operations		201			—

Unrealized gain (loss) on available-for-sale securities, net		129			(81	)

Other comprehensive income		406			4,458

Comprehensive income		95,095			55,480
Less: comprehensive income (loss) attributable to noncontrolling interests		5,730			(11,921	)

Comprehensive income attributable to Station Holdco LLC	$	89,365		$	67,401

The accompanying notes are an integral part of these condensed combined financial statements.

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CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(amounts in thousands, unaudited)

	Nine Months Ended September 30,

	2015			2014
Cash flows from operating activities:
Net income	$	94,689		$	51,022
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		103,896			99,682
Change in fair value of derivative instruments		4			2
Amortization of deferred losses on derivative instruments		7,222			9,720
Write-downs and other charges, net		5,227			18,957
Goodwill impairment of Fertitta Interactive		—			5,562
Asset impairment		2,101			27,687
Amortization of debt discount and debt issuance costs		14,108			13,372
Interest—paid in kind		3,176			3,097
Share-based compensation		17,097			8,717
Earnings from joint ventures		(1,070	)		(754	)
Distributions from joint ventures		1,314			1,291
Gain on Native American development		—			(49,074	)
Loss on extinguishment of debt		90			4,132
Changes in assets and liabilities:
Receivables, net		1,643			1,666
Interest on related party notes receivable		(575	)		(536	)
Inventories and prepaid expenses		(3,479	)		(1,444	)
Accounts payable		(1,263	)		992
Accrued interest payable		(10,855	)		(10,600	)
Other accrued liabilities		15,039			7,204
Other, net		2,341			2,030

Net cash provided by operating activities		250,705			192,725

Cash flows from investing activities:
Capital expenditures, net of related payables		(103,889	)		(71,620	)
Proceeds from asset sales		25,156			791
Investments in joint ventures		(227	)		(4,726	)
Distributions in excess of earnings from joint ventures		845			785
Proceeds from repayment of Native American development costs		—			66,048
Native American development costs		(1,569	)		(2,052	)
Other, net		(1,882	)		409

Net cash used in investing activities		(81,566	)		(10,365	)

Cash flows from financing activities:
Borrowings under credit agreements with original maturities greater than three months		55,000			—
Borrowings under credit agreements with original maturities of three months or less, net		45,000			1,250
Payments under credit agreements with original maturities greater than three months		(77,268	)		(65,468	)
Distributions to members and noncontrolling interests		(197,822	)		(143,053	)
Payment of debt issuance costs		(796	)		(2,454	)
Payments on derivative instruments with other-than-insignificant financing elements		(7,125	)		(8,270	)
Capital contributions from noncontrolling interests		—			9,803
Other, net		(6,600	)		(3,167	)

Net cash used in financing activities		(189,611	)		(211,359	)

Cash and cash equivalents (including cash and cash equivalents of discontinued operations):
Decrease in cash and cash equivalents		(20,472	)		(28,999	)
Balance, beginning of period		123,316			138,080

Balance, end of period	$	102,844		$	109,081



Supplemental cash flow disclosures:
Cash paid for interest	$	101,686		$	104,395
Non-cash investing and financing activities:
Capital expenditures incurred but not yet paid	$	20,081		$	23,339

The accompanying notes are an integral part of these condensed combined financial statements.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies

The condensed combined financial statements of Station Holdco LLC ("Station Holdco") comprise the financial statements of Station Holdco, Station Voteco LLC ("Station Voteco"), Station Casinos LLC and its consolidated subsidiaries ("Station LLC"), and Fertitta Entertainment LLC and its consolidated subsidiaries ("Fertitta Entertainment") (as combined, "Station Holdco Combined" or the "Company"). Station LLC is a gaming, development and management company that owns, operates and manages hotel and casino properties. Station Holdco and Station Voteco hold all of the economic and voting interests, respectively in Station LLC. Station LLC operates under management agreements with Fertitta Entertainment LLC ("Fertitta Entertainment").

On October 13, 2015, Station Casinos Corp., a Delaware corporation and newly formed affiliate of the Company ("Station Corp."), filed a registration statement on Form S-1 to register shares of common stock to be offered in an initial public offering (the "IPO"). Upon closing of the IPO and the associated reorganization transactions (the "Transactions"), Station Corp. will become the sole managing member of Station Holdco and will hold a portion of the outstanding LLC units of Station Holdco.

Also on October 13, 2015, Station LLC entered into an agreement to purchase all of the outstanding membership interests of Fertitta Entertainment for $460 million (the "Fertitta Entertainment Acquisition") which constitutes an acquisition of an entity under common control. The consummation of the purchase is subject to the satisfaction of customary conditions, including receipt of required gaming approvals and the expiration of the waiting period under the Hart-Scott-Rodino Act. See Fertitta Entertainment LLC below for additional information about the proposed purchase of Fertitta Entertainment by Station LLC.

Station Casinos LLC, Station Holdco LLC and Station Voteco LLC

Station LLC is a gaming and entertainment company that owns and operates nine major hotel/casino properties and ten smaller casino properties (three of which are 50% owned) in the Las Vegas regional market. Station LLC also manages a casino in Sonoma County, California and a casino in southwestern Michigan, both on behalf of Native American tribes.

Station LLC acquired substantially all of the assets of Station Casinos, Inc. and Green Valley Ranch Gaming LLC pursuant to Chapter 11 plans of reorganization, which became effective on June 17, 2011. In addition, on June 17, 2011, Station LLC entered into various new or amended credit agreements. Non-Voting Units representing 100% of Station LLC's outstanding economic interests were issued to Station Holdco and Voting Units representing 100% of Station LLC's outstanding voting power were issued to Station Voteco.

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(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies (Continued)

Fertitta Entertainment LLC

Fertitta Entertainment was formed on October 19, 2009 to pursue the acquisition of or obtain management contracts for gaming and entertainment facilities domestically and internationally. Effective June 17, 2011, certain wholly-owned subsidiaries of Fertitta Entertainment entered into 25-year management agreements with Station LLC and certain of its subsidiaries. All but one of Station LLC's executive officers and certain other key personnel are employed by Fertitta Entertainment and provide services to Station LLC pursuant to the management agreements. Upon consummation of the Fertitta Entertainment Acquisition, the management agreements will be terminated and Station LLC expects to assume or enter into new employment agreements or other employment relationships with its executive officers and other individuals who were employed by Fertitta Entertainment and provided services to Station LLC through the management agreements prior to the consummation of the Fertitta Entertainment Acquisition.

All significant intercompany and intra-company transactions, including the effects of the management agreements, have been eliminated.

Basis of Presentation

The accompanying condensed combined financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods have been made. The interim results reflected in these condensed combined financial statements are not necessarily indicative of results to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company's combined financial statements and related notes for the year ended December 31, 2014.

Use of Estimates

The preparation of condensed combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed combined financial statements and the accompanying notes. Significant estimates incorporated into the Company's condensed combined financial statements include the estimated useful lives for depreciable and amortizable assets, the estimated cash flows and other factors used in assessing the recoverability of goodwill, intangible assets and other long-lived assets, the estimated reserve for self-insured insurance claims, the estimated costs associated with the Company's player rewards program and the estimated liabilities related to litigation, claims and assessments. Actual results could differ from those estimates.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies (Continued)

Investments in Joint Ventures and Variable Interest Entities

The amounts shown in the accompanying combined financial statements include the accounts of MPM Enterprises, LLC ("MPM"), a 50% owned, consolidated variable interest entity ("VIE") of Station LLC. Station LLC consolidates MPM because it directs the activities of MPM that most significantly impact MPM's economic performance and has the right to receive benefits and the obligation to absorb losses that are significant to MPM. The assets of MPM reflected in the Company's Condensed Combined Balance Sheets at September 30, 2015 and December 31, 2014 included intangible assets of $24.3 million and $31.9 million, respectively, and receivables of $3.0 million and $3.2 million, respectively. MPM's assets may be used only to settle MPM's obligations, and MPM's beneficial interest holders have no recourse to the general credit of the Company.

The Company has various other investments in 50% owned joint ventures which are accounted for using the equity method, including three 50% owned smaller casino properties. In April 2015, the Company sold its 50% investment in a joint venture that owns undeveloped land in North Las Vegas.

The Company also holds certain investments in unconsolidated VIEs accounted for using the equity method. These investments include 50% investments in certain restaurants at the Company's properties. Fertitta Entertainment held an investment in an entity ("Tejon"), which was formed to develop and manage a casino resort for the Tejon Indian Tribe. In May 2015, Fertitta Entertainment withdrew from, and wrote off its $1.8 million investment in, Tejon, and all of its obligations associated with Tejon ceased. Equity method investments in which the Company is not the primary beneficiary totaled $6.9 million and $10.5 million at September 30, 2015 and December 31, 2014, respectively, which included investments in Tejon of $1.7 million at December 31, 2014. The equity method investments of the Company are not, in the aggregate, material in relation to its financial position or results of operations.

Discontinued Operations

During the fourth quarter of 2014, Station LLC's majority-owned consolidated subsidiary, Fertitta Interactive LLC ("Fertitta Interactive"), ceased operations. The results of operations of Fertitta Interactive are reported in discontinued operations in the Condensed Combined Statements of Income for all periods presented, and the assets and liabilities of Fertitta Interactive are reported separately in the Condensed Combined Balance Sheets. The Condensed Combined Statements of Cash Flows have not been adjusted for discontinued operations. See Note 2 for additional information about Fertitta Interactive.

Related Party Note Receivable

Fertitta Entertainment has a non-recourse secured note receivable due April 30, 2019 from Fertitta Investment LLC ("FI"), the parent of FI Station Investor LLC, an entity controlled by Frank J. Fertitta III and Lorenzo J. Fertitta. The principal balance of the note accrues interest at the rate of 4.99%. At September 30, 2015, the principal balance of the note was $14.9 million and unpaid interest was $2.5 million.

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(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies (Continued)

Assets Held for Sale

The Company classifies assets as held for sale when an asset or asset group meets all of the held for sale criteria in the accounting guidance for impairment and disposal of long-lived assets. Assets held for sale are initially measured at the lower of carrying amount or fair value less cost to sell. At September 30, 2015, assets held for sale primarily represented undeveloped land in Las Vegas and Reno that is expected to be sold within one year.

Income Taxes

Station Holdco, Station Voteco, Station LLC and Fertitta Entertainment are limited liability companies treated as partnerships for income tax purposes and as such, are pass-through entities and are not liable for income tax in the jurisdictions in which they operate. Accordingly, no provision for income taxes has been made in the condensed combined financial statements and the Company has no liability associated with uncertain tax positions.

Significant Accounting Policies

A description of the Company's significant accounting policies is included in the Company's audited combined financial statements for the year ended December 31, 2014.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued a new accounting standard for revenue recognition, which requires entities to recognize revenue when it transfers promised goods or services to customers, in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard supersedes the existing accounting guidance for revenue recognition, including industry-specific guidance, and amends certain accounting guidance for recognition of gains and losses on the transfer of non-financial assets. For public companies, the new guidance is effective for annual reporting periods (including interim periods within those periods) beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016 (including interim periods within those periods). Upon adoption, financial statement issuers may elect to apply the new standard either retrospectively to each prior reporting period presented, or using a modified retrospective approach by recognizing the cumulative effect of initial application and providing certain additional disclosures. The Company will adopt this guidance in the first quarter of 2018. The Company is currently evaluating the impact this guidance will have on its financial position and results of operations, and has not yet determined which adoption method it will elect.

In April 2015, the FASB issued amended accounting guidance that changes the balance sheet presentation of debt issuance costs. Under the amended guidance, debt issuance costs will be presented on the balance sheet as a direct deduction from the related debt liability rather than as an asset. For public companies, the new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 (including interim periods within those fiscal years), and is required to be applied on a retrospective basis. Early adoption is permitted. The Company expects to early adopt this guidance as of December 31, 2015. Upon adoption, approximately $18 million in debt issuance costs

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(UNAUDITED)

1. Basis of Presentation and Significant Accounting Policies (Continued)

which are currently included in other assets will be reclassified as a direct deduction from the related debt liabilities. The adoption will have no effect on the Company's results of operations.

2. Fertitta Interactive

The results of Fertitta Interactive have been reported as discontinued operations in the accompanying Condensed Combined Statements of Income for all periods presented. Following is an analysis of discontinued operations (amounts in thousands):

	Nine Months Ended September 30,

	2015			2014
Revenues	$	—		$	6,531
Costs and expenses		171			48,843

Net loss from discontinued operations		(171	)		(42,312	)
Less: net loss from discontinued operations attributable to noncontrolling interests		(73	)		(18,790	)

Net loss from discontinued operations attributable to Station Holdco LLC	$	(98	)	$	(23,522	)

The assets and liabilities of Fertitta Interactive are reported separately in the Condensed Combined Balance Sheets. The major classes of assets of discontinued operations are presented below (amounts in thousands):

	September 30, 2015		December 31, 2014

Cash	$	196	$	737
Accounts receivable and other		—		1,009

Total assets	$	196	$	1,746

Fertitta Interactive's current liabilities at September 30, 2015 and December 31, 2014 consisted primarily of accounts payable, accrued expenses and gaming-related liabilities.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

3. Native American Development

Following is information about the Company's Native American development activities.

North Fork Rancheria of Mono Indian Tribe

The Company has development and management agreements with the North Fork Rancheria of Mono Indians (the "Mono"), a federally recognized Native American tribe located near Fresno, California, which were originally entered into in 2003. In August 2014, the Mono and the Company entered into the Second Amended and Restated Development Agreement (the "Development Agreement") and the Second Amended and Restated Management Agreement (the "Management Agreement"). Pursuant to those agreements, the Company will assist the Mono in developing and operating a gaming and entertainment facility (the "North Fork Project") to be located in Madera County, California. The Company purchased a 305-acre parcel of land located on Highway 99 north of the city of Madera (the "North Fork Site"), which was taken into trust for the benefit of the Mono by the Department of the Interior ("DOI") on February 5, 2013.

As currently contemplated, the North Fork Project is expected to include approximately 2,000 slot machines, approximately 40 table games and several restaurants. Development of the North Fork Project is subject to certain governmental and regulatory approvals, including, but not limited to, approval of the Management Agreement by the Chairman of the National Indian Gaming Commission ("NIGC").

Under the Development Agreement, the Company will receive a development fee of 4% of the costs of construction and the costs of development of the North Fork Project (both as defined in the Development Agreement). Under the terms of the Development Agreement, the Company has agreed to arrange the financing for the ongoing development costs and construction of the facility. The Company will contribute significant financial support to the North Fork Project. Through September 30, 2015, the Company has paid approximately $26.4 million of reimbursable advances to the Mono, primarily to complete the environmental impact study, secure the North Fork Site and pay the costs of litigation. The advances are expected to be repaid from the proceeds of third-party financing or from the Mono's gaming revenues; however, there can be no assurance that the advances will be repaid. The carrying amount of the advances was reduced to fair value upon the Company's adoption of fresh-start reporting in 2011. At September 30, 2015, the carrying amount of the advances was $11.3 million.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

3. Native American Development (Continued)

The following table outlines the Company's evaluation at September 30, 2015 of each of the critical milestones necessary to complete the North Fork Project.

		As of September 30, 2015

Federally recognized as a tribe by the Bureau of Indian Affairs ("BIA")		Yes
Date of recognition		No later than 1916. Federal recognition was terminated in 1961 and restored in 1983.
Tribe has possession of or access to usable land upon which the project is to be built		The DOI accepted approximately 305 acres of land into trust for the benefit of the Mono on February 5, 2013.
Status of obtaining regulatory and governmental approvals:
Tribal-state compact		A compact was negotiated and signed by the Governor of California and the Mono on August 31, 2012 (the "Compact"). The Compact was ratified by the California State Assembly and Senate on May 2, 2013 and June 27, 2013, respectively. Opponents of the North Fork Project qualified a referendum, "Proposition 48," for a state-wide ballot challenging the legislature's ratification of the Compact. On November 4, 2014, Proposition 48 failed. The project's opponents contend that the failure of Proposition 48 nullified the ratification of the Compact and, therefore, the Compact is not in effect. On March 17, 2015, the Mono filed suit against the State of California to obtain a compact with the State or procedures from the Assistant Secretary of the Interior for Indian Affairs under which Class III gaming may be conducted on the North Fork Site. The State filed its answer to the Mono's complaint in May 2015. On August 17, 2015, the Mono filed a motion for judgment on the pleadings and the State filed its opposition and cross motion for judgment on the pleadings on September 17, 2015. The Mono's reply brief was filed on October 8, 2015 and the State's reply brief was filed on October 29, 2015. On November 13, 2015 the district court issued its order granting judgment in favor of the Mono and ordering the parties to conclude a compact within 60 days (see North Fork Rancheria of Mono Indians v. State of California ). No assurances can be provided as to whether the Mono will be successful in obtaining a tribal-state compact or Secretarial procedures to conduct Class III gaming on the North Fork Site.
Approval of gaming compact by DOI		The Compact was submitted to the DOI on July 19, 2013. The Company believes that the Compact became effective as a matter of federal law on October 22, 2013.
Record of decision regarding environmental impact published by BIA		On November 26, 2012, the record of decision for the Environmental Impact Statement for the North Fork Project was issued by the BIA. On December 3, 2012, the Notice of Intent to take land into trust was published in the Federal Register.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

3. Native American Development (Continued)

		As of September 30, 2015

BIA accepting usable land into trust on behalf of the tribe		The North Fork Site was accepted into trust on February 5, 2013.
Approval of management agreement by NIGC		Approval of the Management Agreement by the NIGC is expected to occur following the Mono's written request for such approval. The Company believes the Management Agreement will be approved because the terms and conditions thereof are consistent with the provisions of the Indian Gaming Regulatory Act.
Gaming licenses:
Type		Current plans for the North Fork Project include Class II and Class III gaming, which requires that a compact be in effect and that the Management Agreement be approved by the NIGC.
Number of gaming devices allowed		The Compact permits a maximum of 2,000 Class III slot machines at the facility. There is no limit on the number of Class II gaming devices that the Mono can offer.
Agreements with local authorities		The Mono has entered into memoranda of understanding with the City of Madera, the County of Madera and the Madera Irrigation District under which the Mono agreed to pay one-time and recurring mitigation contributions, subject to certain contingencies.

Following is a discussion of legal matters related to the North Fork Project.

Stand Up For California! v. Dept. of the Interior. In December 2012, Stand Up for California!, several individuals and the Ministerial Association of Madera (collectively, the "Stand Up" plaintiffs) filed a complaint against the DOI, the BIA and the Secretary of Interior and Assistant Secretary of the Interior, in their official capacities, seeking to overturn the Secretary's determination to take the North Fork Site into trust for the purposes of gaming (the "North Fork Determination") and seeking declaratory and injunctive relief to prevent the United States from taking the North Fork Site into trust. The Mono filed a motion to intervene as a party to the lawsuit, which was subsequently granted. In January 2013, the Court denied the Stand Up plaintiffs' Motion for Preliminary Injunction and the United States accepted the North Fork Site into trust for the benefit of the Mono in February 2013. The parties' motions for summary judgment, oppositions to motions for summary judgment and responses were all filed by April 2015, and the parties are currently awaiting a hearing date for oral argument or a decision on the pleadings.

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

3. Native American Development (Continued)

plaintiffs filed their opening appellate brief appealing the Judgment of Dismissal. The State and the Mono subsequently filed their responsive briefs and the plaintiffs filed their reply brief in January 2015. The parties are currently awaiting a hearing date for oral arguments or a decision on the appellate briefs. Prior to the court's issuance of its Judgment of Dismissal, the Mono filed a Cross-Complaint against the State alleging that Proposition 48 was invalid and unenforceable to the extent that it purports to invalidate the legislative ratification of the Compact. The State and the plaintiffs filed demurrers seeking to dismiss the Cross-Complaint. In June 2014, the court sustained the plaintiffs' and the State's demurrers and dismissed the Mono's Cross-Complaint. The Mono timely filed their notice of appeal for dismissal of the Cross-Complaint and in June 2015, filed their opening appellate brief. On September 18, 2015, plaintiffs and the State filed their responsive briefs.

North Fork Rancheria of Mono Indians v. State of California. In March 2015, the Mono filed a complaint against the State alleging that the State has violated 25 U.S.C. Section 2710(d)(7) et. seq. by failing to negotiate with the Mono in good faith to enter into a tribal-state compact governing Class III gaming on the Mono's Indian lands. The suit seeks a declaration that the State has failed to negotiate in good faith to enter into an enforceable tribal-state compact and an order directing the State to conclude an enforceable tribal-state compact within 60 days or submit to mediation. The State filed its answer to the Mono's complaint in May 2015. The Chowchilla (Chaushilha) Tribe of Yokuts ("Chowchilla"), a group that is not federally recognized, filed a motion to intervene in this case in July 2015. The Mono and the State both filed oppositions to the Chowchilla's motion. On August 26, 2015, the court denied the Chowchilla's motion to intervene. The Mono's motion for judgment on the pleadings was filed on August 17, 2015, and the State's opposition and cross motion for judgment on the pleadings was filed on September 17, 2015. The Mono's reply brief was filed on October 8, 2015 and the State's reply brief was filed on October 29, 2015. On November 13, 2015 the district court issued its order granting judgment in favor of the Mono and ordering the parties to conclude a compact within 60 days.

The Company has evaluated the likelihood that the North Fork Project will be successfully completed and opened, and has concluded that the likelihood of successful completion is in the range of 65% to 75% at September 30, 2015. The Company's evaluation is based on its consideration of all available positive and negative evidence about the status of the North Fork Project, including, but not limited to, the status of required regulatory approvals, as well as the progress being made toward the achievement of all milestones and the successful resolution of all contingencies. There can be no assurance that the North Fork Project will be successfully completed or that future events and

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NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

3. Native American Development (Continued)

circumstances will not change the Company's estimates of the timing, scope, and potential for successful completion or that any such changes will not be material. In addition, there can be no assurance that the Company will recover all of its investment in the North Fork Project even if it is successfully completed and opened for business.

4. Long-term Debt

Long-term debt consisted of the following (amounts in thousands):

	September 30, 2015			December 31, 2014

$1.625 billion Term Loan Facility, due March 1, 2020, interest at a margin above LIBOR or base rate (4.25% at September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $36.0 million and $42.1 million, respectively	$	1,436,647		$	1,503,831
$350 million Revolving Credit Facility, due March 1, 2018, interest at a margin above LIBOR or base rate (4.38% at September 30, 2015)		45,000			—
$500 million 7.50% Senior Notes, due March 1, 2021, net of unamortized discount of $4.8 million and $5.3 million, respectively		495,197			494,682
Restructured Land Loan, due June 16, 2016, interest at a margin above LIBOR or base rate (3.69% and 3.67% at September 30, 2015 and December 31, 2014, respectively), net of unamortized discount of $3.3 million and $6.7 million, respectively		110,780			106,783
Other long-term debt, weighted-average interest of 4.35% and 4.21% at September 30, 2015 and December 31, 2014, respectively, maturity dates ranging from 2016 to 2027		113,505			62,203

Total long-term debt		2,201,129			2,167,499
Current portion of long-term debt		(114,770	)		(83,892	)

Total long-term debt, net	$	2,086,359		$	2,083,607

Restructured Land Loan

On June 17, 2011, an indirect wholly owned subsidiary of Station LLC, CV PropCo, LLC ("CV Propco"), as borrower, entered into an amended and restated credit agreement (the "Restructured Land Loan") with Deutsche Bank AG Cayman Islands Branch and JPMorgan Chase Bank, N.A. as initial lenders, consisting of a term loan facility with an initial principal amount of $105 million and an initial maturity date of June 16, 2016. CV Propco has two options to extend the maturity date for one additional year to be available subject to absence of default, payment of up to a 1% extension fee for each year, and a step-up in interest rate to not more than LIBOR plus 4.50% or base rate plus 3.50% in the sixth year, and not more than LIBOR plus 5.50% or base rate plus 4.50% in the seventh year. In addition, CV Propco is required to enter into an interest rate agreement that fixes or caps LIBOR at 5.00% during each of the extended maturity periods. Interest on the Restructured Land Loan is paid in kind during the first five years, and interest accruing in the sixth and seventh years shall be paid in cash. CV Propco has the intent and ability to execute the first one-year extension option which would extend the maturity date to June 16, 2017, and accordingly, the amounts outstanding under the Restructured Land Loan were excluded from the current portion of long-term debt at September 30, 2015.

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

4. Long-term Debt (Continued)

Term Loan Amendment

In March 2014, Station LLC completed a repricing of the Term Loan Facility, which reduced the interest rate on the facility by 75 basis points. Prior to the repricing, the interest rate under the Term Loan Facility was at Station LLC's option, either LIBOR plus 4.00%, or base rate plus 3.00%, subject to a minimum LIBOR rate of 1.00%. As amended, the interest rate under the Term Loan Facility is at Station LLC's option, either LIBOR plus 3.25%, or base rate plus 2.25%, subject to a minimum LIBOR rate of 1.00%. The amendment had no impact on Station LLC's $350 million revolving credit facility (the "Revolving Credit Facility" and together with the Term Loan Facility, the "Credit Facility").

Station LLC evaluated the repricing transaction on a lender by lender basis and accounted for the portion of the transaction that did not meet the criteria for debt extinguishment as a debt modification. As a result of the repricing transaction, Station LLC recognized a $4.1 million loss on extinguishment of debt during the first quarter of 2014, which included $2.4 million in third-party fees and the write-off of $1.7 million in unamortized debt discount and debt issuance costs related to the repriced debt.

The credit agreement governing the Term Loan Facility and the Revolving Credit Facility contains a number of customary covenants, including requirements that Station LLC maintain a maximum total leverage ratio ranging from 6.50 to 1.00 at September 30, 2015 to 5.00 to 1.00 in 2017 and a minimum interest coverage ratio of 3.00 to 1.00, provided that a default of the financial ratio covenants shall only become an event of default under the Term Loan Facility if the lenders providing the Revolving Credit Facility take certain affirmative actions after the occurrence of a default of such financial ratio covenants. At September 30, 2015, Station LLC's total leverage ratio was 4.53 to 1.00 and its interest coverage ratio was 3.91 to 1.00, both as defined in the credit agreement, and Station LLC believes it was in compliance with all applicable covenants.

Station LLC Revolver Availability

At September 30, 2015, Station LLC's borrowing availability under its $350 million Revolving Credit Facility, subject to continued compliance with the terms of the Credit Facility, was $271.8 million, which is net of outstanding letters of credit and similar obligations totaling $33.2 million.

Fertitta Entertainment Debt

On March 26, 2015, Fertitta Entertainment amended the credit agreement governing its $20 million term loan and $30 million revolving credit facility with Bank of America, N.A. and JP Morgan Chase Bank, N.A. (the "FE Credit Facility"), increasing the revolving credit facility to $55 million and lowering the interest rate to either LIBOR plus a margin of up to 4.0% or base rate plus a margin of up to 3.0%, as selected by Fertitta Entertainment and subject to a leverage-based grid. In addition, the amendment extended the maturity date of the FE Credit Facility to December 24, 2017. Prior to the March 26, 2015 amendment, the interest rate on the FE Credit Facility was at Fertitta Entertainment's option, either LIBOR plus 4.50% or base rate plus 3.50%, and the maturity date was December 24, 2016. At September 30, 2015, $18.5 million was outstanding under the term loan facility and $33.9 million was drawn under the revolving credit facility. The credit agreement governing the FE Credit Facility contains a number of customary covenants and events of default, and

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

4. Long-term Debt (Continued)

the Company believes Fertitta Entertainment was in compliance with all applicable covenants at September 30, 2015.

5. Derivative Instruments

At September 30, 2015, the Company had one outstanding interest rate swap with a notional amount of $1.0 billion under which it received variable-rate payments in exchange for fixed-rate payments over the life of the agreement without exchange of the underlying notional amount. In July 2015, one of the Company's interest rate swaps with a notional amount of approximately $0.7 billion matured, and the notional amount of the Company's remaining interest rate swap, which matures in 2017, increased by the same amount.

The table below presents the fair value of the Company's derivative financial instruments, exclusive of any accrued interest, as well as their classification on the Condensed Combined Balance Sheets (amounts in thousands):

		Fair Value

	Balance Sheet Classification	September 30, 2015		December 31, 2014
Derivatives designated as hedging instruments:
Interest rate swap	Other accrued liabilities	$	—	$	4,149
Interest rate swap	Interest rate swap and other long-term liabilities, net		10,284		6,105

The Company recognizes changes in the fair value of derivative instruments each period as described in the Cash Flow Hedge section below.

As of September 30, 2015, the Company had not posted any collateral related to its interest rate swap agreement; however, the Company's obligation under the swap agreement is subject to the security and guarantee arrangements applicable to the related credit agreement. The swap agreement contains a cross-default provision under which the Company could be declared in default on its obligation under such agreement if certain conditions of default exist on the Credit Facility. As of September 30, 2015, the termination value of the interest rate swap, including accrued interest, was a

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

5. Derivative Instruments (Continued)

net liability of $11.0 million. Had the Company been in breach of the provisions of the swap arrangement, it could have been required to pay the termination value to settle the obligation.

Cash Flow Hedge

As of September 30, 2015, the Company's outstanding interest rate swap effectively converted $1.0 billion of its variable interest rate debt to a fixed rate of approximately 5.02%. In accordance with the accounting guidance for derivatives and hedging, the Company has designated the full notional amount of the interest rate swap as a cash flow hedge of interest rate risk. Under the terms of the swap agreement, the Company pays a fixed rate of 1.77% and receives a variable rate based on one-month LIBOR (subject to a minimum of 1.00%).

For derivative instruments that are designated and qualify as cash flow hedges of forecasted interest payments, the effective portion of the gain or loss is reported as a component of other comprehensive income (loss) until the interest payments being hedged are recorded as interest expense, at which time the amounts in other comprehensive income (loss) are reclassified as an adjustment to interest expense. Gains or losses on any ineffective portion of derivative instruments in cash flow hedging relationships are recorded in the period in which they occur as a component of change in fair value of derivative instruments in the Condensed Combined Statements of Income. The Company's interest rate swap had a fair value other than zero at the time it was designated in a hedging relationship, resulting in ineffectiveness.

The table below presents the losses on derivative financial instruments included in the Company's condensed combined financial statements (amounts in thousands):

															Amount of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)

								Amount of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
	Amount of Loss on Derivatives Recognized in Other Comprehensive Income (Effective Portion)
														Location of Loss on Derivatives Recognized in Income (Ineffective Portion and Amount Excluded from Effectiveness Testing)
							Location of Loss Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion)
	Nine Months Ended September 30,							Nine Months Ended September 30,							Nine Months Ended September 30,
Derivatives in Cash Flow Hedging Relationships	2015			2014				2015			2014				2015			2014
Interest rate swaps	$	(6,945	)	$	(5,181	)	Interest expense, net	$	(7,222	)	$	(9,720	)	Change in fair value of derivative instruments	$	(4	)	$	(2	)

Losses reclassified from accumulated other comprehensive loss into interest expense, net included deferred losses on discontinued cash flow hedging relationships that were being amortized as an increase to interest expense as the previously hedged interest payments continued to occur. These deferred losses became fully amortized in June 2015.

Approximately $5.4 million of deferred losses on the Company's designated interest rate swap is expected to be reclassified from accumulated other comprehensive loss into earnings during the next twelve months.

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

6. Fair Value Measurements

Assets Measured at Fair Value on a Recurring Basis

			Fair Value Measurement at Reporting Date Using

	Balance as of September 30, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities(a)	$	115	$	115	$	—	$	—
Liabilities
Interest rate swap	$	10,284	$	—	$	10,284	$	—

			Fair Value Measurement at Reporting Date Using

	Balance as of December 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available-for-sale securities(a)	$	187	$	187	$	—	$	—
Liabilities
Interest rate swaps	$	10,254	$	—	$	10,254	$	—

(a): Available-for-sale securities are included in Other assets, net in the accompanying Condensed Combined Balance Sheets.

The fair values of the Company's interest rate swaps are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each swap. This analysis reflects the contractual terms of the interest rate swap, including the period to maturity, and uses observable market-based inputs, including forward interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the counterparty's nonperformance risk in the fair value measurement.

Assets Measured at Fair Value on a Nonrecurring Basis

During the nine months ended September 30, 2015, the Company recognized an impairment charge of $1.9 million to write down the carrying amount of a parcel of land held for sale in Las Vegas to $2.0 million, representing its estimated fair value less cost to sell.

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

6. Fair Value Measurements (Continued)

Fair Value of Long-term Debt

The following table presents information about the estimated fair value of the Company's long-term debt compared with its carrying amount (amounts in millions):

	September 30, 2015		December 31, 2014

Aggregate fair value	$	2,246	$	2,186
Aggregate carrying amount, net of unamortized discounts		2,201		2,167

7. Members' Equity

Changes in Members' Equity and Noncontrolling Interest

The changes in members' equity and noncontrolling interest for the nine months ended September 30, 2015 were as follows (amounts in thousands):

	Combined Members' Equity			Accumulated Other Comprehensive Loss			Total Combined Members' Equity			Noncontrolling Interest			Total Members' Equity

Balances, December 31, 2014	$	625,042		$	(7,099	)	$	617,943		$	26,174		$	644,117
Net reclassification of:
Unrealized losses on interest rate swaps		—			277			277			—			277
Unrealized loss on available-for-sale securities		—			129			129			—			129
Share-based compensation		5,810			—			5,810			—			5,810
Net income		88,959			—			88,959			5,730			94,689
Distributions		(188,383	)		—			(188,383	)		(9,439	)		(197,822	)

Balances, September 30, 2015	$	531,428		$	(6,693	)	$	524,735		$	22,465		$	547,200

At September 30, 2015, noncontrolling interest included a 50% ownership interest in MPM, a 42.7% ownership interest in Fertitta Interactive and ownership interests of the former mezzanine lenders and former unsecured creditors of Station Casinos, Inc. who hold warrants to purchase stock in CV Propco and NP Tropicana LLC.

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

7. Members' Equity (Continued)

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss were as follows (amounts in thousands):

	Unrealized Loss on Interest Rate Swaps			Unrealized (Loss) Gain on Available-for- sale Securities			Total

Balances, December 31, 2014	$	(6,976	)	$	(123	)	$	(7,099	)
Unrealized losses on interest rate swaps		(6,945	)		—			(6,945	)
Reclassification of unrealized losses on interest rate swaps into income		7,222			—			7,222
Unrealized loss on available-for-sale securities		—			(72	)		(72	)
Reclassification of other-than-temporary impairment of available-for-sale securities into income		—			201			201

Balances, September 30, 2015	$	(6,699	)	$	6		$	(6,693	)

Net Income Attributable to Station Holdco Combined

Net income attributable to Station Holdco Combined was as follows (amounts in thousands):

	Nine Months Ended September 30,

	2015			2014
Net income from continuing operations	$	89,057		$	86,465
Net loss from discontinued operations		(98	)		(23,522	)

Net income	$	88,959		$	62,943

8. Share-Based Compensation

Fertitta Entertainment has issued certain share-based compensation awards that may be settled in cash. The Company applies liability accounting for these awards by remeasuring the fair value of the awards at each reporting date and recognizing the changes in fair value within compensation expense, until the awards are settled. At September 30, 2015 and December 31, 2014, the estimated fair value of the liability awards was $14.7 million and $3.4 million, respectively, which is included in Interest rate swaps and other long-term liabilities, net, on the Condensed Combined Balance Sheets. The Company estimated the fair value of the liability awards at September 30, 2015 by applying a blended approach using an option pricing methodology consistent with its historical practice and the $460 million exit price for the Fertitta Entertainment Acquisition. For the nine months ended September 30, 2015 and 2014, the Company recognized expense of $11.3 million and $1.1 million, respectively, related to the liability awards.

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STATION HOLDCO LLC

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

9. Write-downs and Other Charges, Net

	Nine Months Ended September 30,

	2015		2014
Loss on disposal of assets, net	$	1,441	$	19,613
Transaction-related costs		4,363		—
Severance expense		847		1,619
Other, net		795		(640	)

	$	7,446	$	20,592

Transaction-related costs include IPO-related advisory, legal and other costs that were not deferred as direct and incremental costs of the IPO, and costs related to the Fertitta Entertainment Acquisition. At September 30, 2015, the Company had recognized $0.9 million of deferred offering costs related to the IPO, which is included in Other assets, net in the Condensed Combined Balance Sheet.

During the nine months ended September 30, 2015, the Company sold certain parcels of land that were previously held for development, and recognized gains on sale totaling $6.4 million, which is included in loss on disposal of assets, net. The gain is partially offset by losses on disposal of various assets, including asset disposals related to remodeling projects. For the nine months ended September 30, 2014, loss on disposal of assets, net, primarily represented the abandonment of certain assets, including an amphitheater and an outdoor water feature, as well as asset disposals related to various remodeling projects.

10. Commitments and Contingencies

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Shares

Station Casinos Corp.

Class A Common Stock

PROSPECTUS

Deutsche Bank Securities
J.P. Morgan
BofA Merrill Lynch
Goldman, Sachs & Co.

Through and including the 25th day after the date of this prospectus, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers' obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The actual and estimated expenses in connection with this Offering, all of which will be borne by us, are as follows:


SEC registration fee		$10,070.00
FINRA Filing Fee		$15,500.00
Listing Fee*
Transfer agent's fees*
Printing and engraving expenses*
Accounting fees and expenses*
Legal fees and expenses*
Miscellaneous*

Total

*: To be updated by amendment.

Each of the amounts set forth above, other than the registration fee and the FINRA filing fee, is an estimate.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Delaware Registrant

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a corporation to indemnify any person who was or is a party or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities set forth above, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 145 further provides that to the extent a director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and the indemnification provided for by Section 145 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person's heirs, executors and administrators. Section 145 also empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify such person against such liabilities under Section 145.

Section 102(b)(7) of the DGCL provides that a corporation's certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

To the fullest extent permitted by Section 102(b)(7) of the DGCL, our Certificate of Incorporation provides that a director of the Company shall not be liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. Further, it states that the liability of a director of the Company to the company or its stockholders for monetary damages shall be eliminated to the fullest extent permissible under applicable law in the event it is determined that Delaware law does not apply.

Article V of our Bylaws eliminates the personal liability of our directors for breach of their fiduciary duty as directors, except that a director shall be liable (i) for any breach of the director's duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Bylaws provide for indemnification of the officers and directors to the full extent permitted by the DGCL. These indemnification provisions may be sufficiently broad to permit indemnification of the company's officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended, or the Securities Act.

Other

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the U.S. Securities and Exchange Commission, or the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our Company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the

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question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

In addition, the Company has entered into indemnification agreements with certain of our executive officers and each of our directors pursuant to which the Company has agreed to indemnify such executive officers and directors against liability incurred by them by reason of their services as an executive officer or director to the fullest extent allowable under applicable law. We also provide liability insurance for each director and officer for certain losses arising from claims or charges made against them while acting in their capacities as our directors or officers.

The underwriting agreement filed as exhibit to this Registration Statement provides for indemnification of directors and officers of the Company by the underwriters against certain liabilities.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

In connection with the transactions described under "The Reorganization of Our Corporate Structure" in the accompanying prospectus, the Company will issue an aggregate of shares of its Class B Common Stock and shares of its Class A Common Stock to the existing members of Station Holdco LLC. The shares of Class B Common Stock described above will be issued for nominal consideration in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933 on the basis that the transactions will not involve a public offering. No underwriters will be involved in the transactions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

		Description

1.1	*	Form of Underwriting Agreement.
3.1	^	Certificate of Incorporation of Station Casinos Corp., as currently in effect.
3.2	^	Bylaws of Station Casinos Corp., as currently in effect.
3.3	*	Form of Amended and Restated Certificate of Incorporation of Station Casinos Corp.
3.4	*	Form of Amended and Restated Bylaws of Station Casinos Corp.
4.1	*	Form of Class A Common Stock Certificate.
5.1	*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.
10.1	*	Form of Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC.
10.2	*	Form of Indemnity Agreement, between Station Casinos Corp., a Delaware corporation, and the directors and officers of Station Casinos Corp.
10.3	*	Form of Exchange Agreement.
10.4	*	Form of Tax Receivable Agreement.
10.5	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Frank J. Fertitta III.
10.6	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Stephen L. Cavallaro.
10.7	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Marc J. Falcone.

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		Description

10.8	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Richard J. Haskins.
10.9	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Daniel J. Roy.
10.10		Membership Interest Purchase Agreement, dated as of October 13, 2015, by and among Station Casinos LLC, Fertitta Business Management LLC, LNA Investments, LLC, KVF Investments, LLC, FE Employeeco LLC, Fertitta Entertainment LLC and Frank J. Fertitta III (as seller representative) (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed October 13, 2015).
10.11		Credit Agreement dated as of March 1, 2013, by and among Station Casinos LLC, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K/A filed March 5, 2013).
10.12		First Amendment to Credit Agreement dated as of March 18, 2014, by and among Station Casinos LLC, as borrower, the Station Parties (as defined therein) parties thereto, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and each Lender (as defined therein) party thereto. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K dated March 21, 2014).
10.13		Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.14		Indenture, dated as of March 1, 2013, by and among Station Casinos LLC, certain of its wholly owned subsidiaries (as guarantors) and Wells Fargo Bank, National Association, as trustee (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed March 1, 2013).
10.15		Ground Lease and Sublease, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.16		Option to Lease or Purchase, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.17		Option to Acquire Interest Under Purchase Contract, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.18		First Amendment to Ground Lease and Sublease, dated as of June 30, 1995, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).

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		Description

10.19		Lease Amendment No. 1, dated as of December 23, 1996, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.20		Second Amendment to Ground Lease and Sublease, dated as of January 7, 1997, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.21		Rent Agreement to the First Amendment to Ground Lease and Sublease, dated as of March 28, 2003, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.22		Ground Lease, dated as of June 1, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.23		First Amendment to Ground Lease, dated as of June 30, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.24		Lease Amendment No. 1, dated as of December 23, 1996, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.25		Second Amendment to Ground Lease, dated as of January 7, 1997, by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.26		Third Amendment to Ground Lease, dated as of June 13, 2011, by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.27		Rent Agreement to the First Amendment to Ground Lease, dated as of May 12, 2000, by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.28		Assignment, Assumption and Consent Agreement (Ground Lease), dated as of July 6, 1995, by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.29	*	Station Casinos Corp. 2015 Equity Incentive Plan.
10.30	*	Form of Option Award Agreement
10.31	+	Seventh Amended and Restated Management Agreement, dated as of January 3, 2013, among the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, the Gun Lake Tribal Gaming Authority and MPM Enterprises, L.L.C.
10.32	+	Amended and Restated Gaming Management Agreement, dated as of July 27, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company.

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		Description

10.33	+	Amended and Restated Non-Gaming Management Agreement, dated as of August 6, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company.
21.1	^	List of Subsidiaries of the Company.
23.1	+	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	*	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).
24.1	^	Powers of Attorney.

^: Previously filed.
+: Filed herewith.
*: To be filed by amendment.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

1.: For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective.
2.: For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, Nevada, on November 23, 2015.


		STATION CASINOS CORP., a Delaware corporation
		By:		* Frank J. Fertitta III Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to registration statement on Form S-1 has been signed on November 23, 2015 by the following persons in the capacities indicated.

Signature		Title


* Frank J. Fertitta III		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
/s/ MARC J. FALCONE Marc J. Falcone		Chief Financial Officer (Principal Financial and Accounting Officer)
* Lorenzo J. Fertitta		Director
* Robert A. Cashell, Jr.		Director
* James E. Nave, D.V.M.		Director
* Robert E. Lewis		Director
* By:	/s/ MARC J. FALCONE Marc J. Falcone Attorney-in-Fact

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EXHIBIT INDEX

		Description

1.1	*	Form of Underwriting Agreement.
3.1	^	Certificate of Incorporation of Station Casinos Corp., as currently in effect.
3.2	^	Bylaws of Station Casinos Corp., as currently in effect.
3.3	*	Form of Amended and Restated Certificate of Incorporation of Station Casinos Corp.
3.4	*	Form of Amended and Restated Bylaws of Station Casinos Corp.
4.1	*	Form of Class A Common Stock Certificate.
5.1	*	Opinion of Milbank, Tweed, Hadley & McCloy LLP.
10.1	*	Form of Third Amended and Restated Limited Liability Company Agreement of Station Holdco LLC.
10.2	*	Form of Indemnity Agreement, between Station Casinos Corp., a Delaware corporation, and the directors and officers of Station Casinos Corp.
10.3	*	Form of Exchange Agreement.
10.4	*	Form of Tax Receivable Agreement.
10.5	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Frank J. Fertitta III.
10.6	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Stephen L. Cavallaro.
10.7	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Marc J. Falcone.
10.8	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Richard J. Haskins.
10.9	*	Employment Agreement dated as of 2015, between Station Casinos Corp. and Daniel J. Roy.
10.10		Membership Interest Purchase Agreement, dated as of October 13, 2015, by and among Station Casinos LLC, Fertitta Business Management LLC, LNA Investments, LLC, KVF Investments, LLC, FE Employeeco LLC, Fertitta Entertainment LLC and Frank J. Fertitta III (as seller representative) (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed October 13, 2015).
10.11		Credit Agreement dated as of March 1, 2013, by and among Station Casinos LLC, the financial institutions from time to time named therein, and Deutsche Bank AG Cayman Islands Branch, as Administrative Agent, and Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arrangers and Joint Bookrunners (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K/A filed March 5, 2013).
10.12		First Amendment to Credit Agreement dated as of March 18, 2014, by and among Station Casinos LLC, as borrower, the Station Parties (as defined therein) parties thereto, Deutsche Bank AG Cayman Islands Branch, as administrative agent, and each Lender (as defined therein) party thereto. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K dated March 21, 2014).

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Exhibit Number			Description

	10.13		Amended and Restated Credit Agreement dated as of June 16, 2011 by and among CV PropCo, LLC, as borrower, NP Tropicana LLC, as leasehold holder, NP Landco Holdco LLC, as holdco, Deutsche Bank AG Cayman Islands Branch, JPMorgan Chase Bank, N.A., and each other lender from time to time party thereto, as lenders, Deutsche Bank AG Cayman Islands Branch, as administrative agent for the secured parties, JPMorgan Chase Bank, N.A., as syndication agent, and Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint book running manager. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.14		Indenture, dated as of March 1, 2013, by and among Station Casinos LLC, certain of its wholly owned subsidiaries (as guarantors) and Wells Fargo Bank, National Association, as trustee (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed March 1, 2013).
	10.15		Ground Lease and Sublease, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.16		Option to Lease or Purchase, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.17		Option to Acquire Interest Under Purchase Contract, dated as of June 1, 1993, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.18		First Amendment to Ground Lease and Sublease, dated as of June 30, 1995, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.19		Lease Amendment No. 1, dated as of December 23, 1996, by and between Boulder Station, Inc. and KB Enterprises. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.20		Second Amendment to Ground Lease and Sublease, dated as of January 7, 1997, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.21		Rent Agreement to the First Amendment to Ground Lease and Sublease, dated as of March 28, 2003, by and between KB Enterprises and Boulder Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.22		Ground Lease, dated as of June 1, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.23		First Amendment to Ground Lease, dated as of June 30, 1995, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
	10.24		Lease Amendment No. 1, dated as of December 23, 1996, by and between Station Casinos, Inc. and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).

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		Description

10.25		Second Amendment to Ground Lease, dated as of January 7, 1997, by and between Texas Gambling Hall & Hotel, Inc. and Texas Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.26		Third Amendment to Ground Lease, dated as of June 13, 2011, by and between Texas Gambling Hall & Hotel, Inc. and NP Texas LLC. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.27		Rent Agreement to the First Amendment to Ground Lease, dated as of May 12, 2000, by and between Texas Gambling Hall & Hotel Real Estate Trust and Texas Gambling Hall & Hotel, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.28		Assignment, Assumption and Consent Agreement (Ground Lease), dated as of July 6, 1995, by and between Station Casinos, Inc. and Texas Station, Inc. (Incorporated herein by reference to Station Casinos LLC's Current Report on Form 8-K filed June 23, 2011).
10.29	*	Station Casinos Corp. 2015 Equity Incentive Plan.
10.30	*	Form of Option Award Agreement
10.31	+	Seventh Amended and Restated Management Agreement, dated as of January 3, 2013, among the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, the Gun Lake Tribal Gaming Authority and MPM Enterprises, L.L.C.
10.32	+	Amended and Restated Gaming Management Agreement, dated as of July 27, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company.
10.33	+	Amended and Restated Non-Gaming Management Agreement, dated as of August 6, 2012, among Federated Indians of Graton Rancheria, a federally recognized Indian tribe, Graton Economic Development Authority and SC Sonoma Management, LLC, a California limited liability company.
21.1	^	List of Subsidiaries of the Company.
23.1	+	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	*	Consent of Milbank, Tweed, Hadley & McCloy LLP (included in Exhibit 5.1).
24.1	^	Powers of Attorney.

^: Previously filed.
+: Filed herewith.
*: To be filed by amendment.

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Exhibit 10.31

SEVENTH AMENDED AND RESTATED

MANAGEMENT AGREEMENT

BETWEEN THE

MATCH-E-BE-NASH-SHE-WISH BAND OF

POTTAWATOMI INDIANS OF MICHIGAN

AND THE

GUN LAKE TRIBAL GAMING AUTHORITY

AND

MPM ENTERPRISES, L.L.C.

DATED AS OF JANUARY 3, 2013

SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT

THIS SEVENTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 3 rd day of January, 2013, by and between the MATCH-E-BE-NASH-SHE-WISH BAND OF POTTAWATOMI INDIANS (“MBPI” or “Tribe”), a federally recognized Indian tribe, GUN LAKE TRIBAL GAMING AUTHORITY , a wholly owned, unincorporated instrumentality of the Tribe (“Authority” or “Enterprise”) and MPM ENTERPRISES, L.L.C. , a Michigan limited liability company (“MPM” or “Manager”), for the operation of a gaming facility in the state of Michigan. (MBPI, Authority and MPM are hereinafter collectively referred to as the “Parties.”) Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in Section 2.

1. Recitals.

1.1 The Tribe is a federally recognized Indian tribe eligible for the special programs and services provided by the United States and is recognized as possessing powers of self-government.

1.2 The Tribe has acquired land to be held by the United States government in trust for the benefit of the Tribe as the Tribe’s initial reservation (“Tribal Lands”) over which the Tribe possesses sovereign governmental powers.

1.3 In compliance with the Indian Gaming Regulatory Act of 1988, P.L. 100-497, 25 U.S.C. § 2701 et seq. , as it may from time to time be amended (hereinafter “IGRA”), the Tribal Council of the Tribe enacted the MBPI Gaming Ordinance and obtained approval of the MBPI Gaming Ordinance as required by the IGRA. The MBPI Gaming Ordinance establishes the MBPI Gaming Commission and authorizes Class II and/or Class III gaming on its Tribal Lands subject to the provisions of the MBPI Gaming Ordinance and the Compact.

1.4 The Tribe is committed to the use of gaming activities to provide employment and improve the social, economic, education, and health needs of its members; to increase the revenues of the Tribe; and to enhance the Tribe’s economic self-sufficiency and self-determination.

1.5 The Tribe presently lacks the resources to operate a Gaming Facility and Enterprise and has retained the services of MPM, with knowledge and experience in the gaming industry, to manage and operate Class II and/or Class III Gaming facilities on property owned or acquired for the Tribe or held in trust for the Tribe by the United States.

1.6 MBPI has granted MPM the exclusive right and obligation to manage, operate and maintain the Enterprise as described in this Agreement and to train MBPI members and others in the operation and maintenance of the Enterprise during the term of this Agreement. MPM wishes to continue to perform these functions for MBPI.

1.7 With the assistance of MPM, MBPI has acquired certain land located in Wayland Township, Michigan, and legally described on Exhibit A attached hereto (the “Property”), which

has been designated as Tribal Lands and on which a facility suitable for conducting Class II and/or Class III Gaming has been constructed, pursuant to the IGRA.

1.8 MBPI has established an Enterprise to conduct Class II and/or Class III Gaming on the Property. This Agreement sets forth the manner in which the Enterprise has been, and will continue to be, operated and managed.

1.9 This Agreement is entered into pursuant to the IGRA. All Gaming conducted at the Facility will at all times comply with the IGRA, applicable law and if applicable, the Compact.

1.10 The Tribe has created the Authority as the Enterprise and, pursuant to the Gun Lake Transfer of Assets and Obligations Ordinance, all of the Tribe’s rights and obligations hereunder have been assigned to, and assumed by, the Authority.

1.11 MBPI and MPM desire to amend and restate the Sixth Amended and Restated Management Agreement, dated July 12, 2010 and approved by the NIGC (as defined herein) on July 15, 2010.

2. Definitions. As they are used in this Agreement, the terms listed below shall have the meaning assigned to them in this Section:

“Account Control Agreement” shall mean any Deposit Account Control Agreement or Securities Account Control Agreement among the Enterprise, a Lender, and a depository bank.

“Affiliate” shall mean as to MPM or MBPI, any corporation, partnership, limited liability company, joint venture, trust, department or agency or individual controlled by, under common control with, or which controls, directly or indirectly, MPM or MBPI, as appropriate. MPBI acknowledges and agrees that Station Casinos LLC, a Nevada limited liability company (“STN”), and its Affiliates are considered to be Affiliates of MPM for purposes of this definition. The TGC is considered to be an Affiliate of the Tribe for purposes of this definition.

“Agreement” shall mean this Seventh Amended and Restated Management Agreement, as the same may be amended or modified from time to time.

“ Authority ” means the Gun Lake Tribal Gaming Authority (d/b/a the Gun Lake Casino), a wholly owned, unincorporated instrumentality of the Tribe, which with the enactment of the Gun Lake Transfer of Assets and Obligations Ordinance by Tribal Council Resolution 10-575 (March 9, 2010), was assigned all obligations under this Agreement except as reserved by the Ordinance.

“Bank Accounts” shall mean those bank accounts described in Section 4.17.

“Bank Loan Agreement” shall mean the loan agreement, in an aggregate principal amount of up to Two Hundred Fifty Million Dollars ($250,000,000) and upon such terms as MBPI and MPM deem reasonable, prudent and appropriate (which consent shall not be unreasonably withheld by either MBPI or MPM) to be entered into among the Authority, Tribe

(if applicable) and the Lenders party thereto from time to time, and one or more agents or arrangers, providing for first priority senior loan facilities, the proceeds of which loans are to be used for the development, design, construction, refinancing or expansion, furnishing and equipping of the Facility, for reimbursing Developer for loans and advances made by Developer to, or on behalf of, MBPI (if applicable), and for providing start up or operating capital for the Enterprise and for any other uses permitted by the terms of the Bank Loan Agreement.

“Bank Loan Documents” shall mean any of the agreements memorializing, evidencing, securing or supporting the Bank Loan Agreement and all other documents, certificates, instruments or agreements executed and delivered by or on behalf of the Authority or the Tribe for the benefit of any agent or any Lender under the Bank Loan Agreement, including the Account Control Agreement and the Subordination Agreement.

“BIA” shall mean the Bureau of Indian Affairs of the Department of the Interior of the United States of America.

“Business” shall have the same meaning as the term “Enterprise”.

“Business Board” shall mean the decision-making body created pursuant to Section 3.4.

“Capital Budget” shall mean the capital budget described in Section 4.10.

“Capital Replacements” shall mean any alteration or rebuilding or renovation of the Facility, and any replacement of Furnishings and Equipment, the cost of which is capitalized and depreciated, rather than being expensed, applying generally accepted accounting principles.

“Capital Replacement Reserve” shall mean the reserve described in Section 4.12.

“Class II Gaming” shall mean games as defined in 25 U.S.C. § 2703(7)(A), as such law may be amended and as defined by the National Indian Gaming Commission in 25 C.F.R. 502.3 and amendments thereto, and applicable case law, but only to the extent such games are authorized by the MBPI Gaming Ordinance.

“Class III Gaming” shall mean all gaming that is not Class I or Class II Gaming as defined in the IGRA including, but not limited to, the forms of gaming listed as Class III games by the National Indian Gaming Commission in C.F.R. § 502.4 and amendments thereto, but only to the extent such gaming is allowed by the Compact and authorized by the MBPI Gaming Ordinance and licensed by the TGC.

“Collateral Agreements” shall mean any agreements defined to be collateral agreements by the phrase found at 25 U.S.C. § 2711 (a)(3) and regulations issued thereto.

“Commencement Date” shall mean February 6, 2011.

“Compact” shall mean (a) the MBPI-State Compact dated May 7, 2007, and approved pursuant to the IGRA on April 22, 2009, as the same may from time to time be

amended, or (b) such other compact or Secretarial regulations that govern Class III Gaming on Tribal Lands, as the same may from time to time be amended.

“Compensation” shall mean the direct salaries and wages paid to or accrued for the benefit of any employee, including incentive compensation, together with all fringe benefits payable to or accrued for the benefit of such executive or other employee, including employer’s contribution under F.I.C.A. unemployment compensation or other employment taxes, pension fund contributions, workers’ compensation, group life, accident and health insurance premiums and costs, and profit sharing, severance, retirement, disability, relocation, housing and other similar benefits.

“Constitution” shall mean the document or documents which govern the actions of MBPI.

“Developer” shall have them meaning given thereto in the definition of “Development Agreement.”

“Development Agreement” shall mean that certain Fourth Amended and Restated Development Agreement dated July 12, 2010 by and between MPM (in its capacity as a party to the Development Agreement, MPM is sometimes referred to herein as the “Developer”) and MBPI.

“Depository Account” shall mean the bank account described in Section 4.17.2.

“Disbursement Account” shall mean the bank account described in Section 4.17.3.

“Effective Date” shall have the meaning described in Section 3.2.

“Emergency Condition” shall have the meaning set forth in Section 4.11.

“Enterprise” shall mean the commercial enterprise of the Tribe authorized by the IGRA and the Compact, and operated and managed by MPM in accordance with the terms and conditions of this Agreement, together with any other lawful commercial activity related to Gaming allowed in, or associated with, the Facility. The Tribe shall have the sole proprietary interest in and responsibility for the conduct of all Gaming conducted by the Enterprise, subject to the rights and responsibilities of MPM under this Agreement. The Enterprise shall operate Class III Gaming only if the Compact is in effect. For the avoidance of doubt, the Authority has been created by the Tribe as the Enterprise and it is acknowledged that pursuant to the Gun Lake Transfer of Assets and Obligations Ordinance, all the Tribe’s rights and obligations hereunder have been assigned to, and assumed by, the Authority.

“Enterprise Bank Accounts” shall mean those accounts established at a bank or banks for the deposit and maintenance of funds as MPM deems appropriate and necessary in the course of business and as consistent with Section 4.17.1.

“Enterprise Employee” shall mean all MPM Employees and MBPI Employees who are assigned to work at the Facility.

“Enterprise Employee Policies” shall mean those employee policies described in Section 4.6.2.

“Facility” shall mean the buildings, improvements, and fixtures, now or hereafter located therein or thereon and housed on the Property or on associated and adjacent real property owned by the Tribe, or in which the Tribe has an interest, within which the Enterprise is or will be operated. Title to the Property and the Facility is held by the United States of America in trust for the Tribe.

“Fiscal Year” shall mean the period commencing on October 1 of each year and ending on September 30 of the subsequent year or such other accounting year as may be determined by the Business Board.

“Furnishings and Equipment” shall mean all furniture, furnishings and equipment required for the operation of the Enterprise in accordance with the plans and specifications of the Facility, including, without limitation:

(i) cashier, money sorting and money counting equipment, surveillance and communication equipment, and security equipment;

(ii) slot machines, video games of chance, table games, bingo blowers, bingo tables and related accounting, scanning and tracking computers and equipment, keno equipment and any other Gaming equipment, as permitted by Legal Requirements;

(iii) office furnishings and equipment;

(iv) specialized equipment necessary for the operation of any portion of the Enterprise for accessory purposes, including equipment for kitchens, laundries, cocktail lounges, restaurants, public rooms, commercial and parking spaces, and recreational facilities; and

(v) all other furnishings and equipment hereafter located and installed in or about the Facility which are used in the operation of the Enterprise in accordance with this Agreement.

“Gaming” except when limited by explicit reference to a particular class, shall mean any and all activities defined as gaming under the IGRA and subject to Legal Requirements.

“General Manager” shall mean the person employed by MPM to direct the day-to-day operations of the Enterprise.

“Generally Accepted Accounting Principles” or “GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

“Governmental Action” shall mean any resolution, ordinance, statute, regulation, order or decision regardless of how effectuated having the effect of law or legal authorization of the Tribe, or any instrumentality or agency thereof.

“Gross Gaming Revenue” or “Win” shall mean the net win from Gaming activities which is the difference between Gaming wins and losses before deducting costs and expenses, determined in accordance with GAAP consistently applied.

“Gross Revenues” shall mean all revenues of any nature derived directly or indirectly from the Enterprise including, without limitation, Gross Gaming Revenue (Win), interest earned on bank accounts established for the deposit of Gaming receipts, food and beverage sales and other rental or other receipts from lessees, sublessees, licensees and concessionaires (but not the gross receipts of such lessees, sublessees, licensees or concessionaires), parking fees, and revenue recorded for Promotional Allowances, determined in accordance with GAAP consistently applied.

“House Bank” shall mean the amount of cash, chips, tokens and plaques that MPM from time to time determines necessary to have at the Facility daily to meet its cash needs.

“IGRA” shall have the meaning described in Recital 1.3.

“Internal Control Systems” shall mean the systems described in Section 4.16.

“Legal Requirements” shall mean any and all present and future judicial, administrative, and tribal rulings or decisions, and any and all present and future federal state, local, and tribal laws, ordinances, rules regulations, permits, licenses and certificates in any way applicable to MBPI and MPM, the Property, the Facility, or the Enterprise, including without limitation, the IGRA, the MBPI Gaming Ordinance and if applicable, the Compact.

“Lender” means any of the person(s), entity(ies) or financial institution(s) providing funds to the Tribe or the Authority pursuant to the Bank Loan Documents, including any agents or arrangers under such Bank Loan Documents and, if applicable, MPM or any Affiliate of MPM.

“MBPI” shall have the meaning described in the preamble to this Agreement.

“MBPI Employees” shall mean those employees working for the Enterprise who are not MPM Employees.

“MBPI Gaming Ordinance” shall mean the ordinance and any amendments thereto to be enacted by MBPI, which authorizes and regulates Class II and/or Class III Gaming on Tribal Lands subject to the governmental power of MBPI.

“MBPI Gaming Commission” or “TGC” shall mean the MBPI body created pursuant to the MBPI Gaming Ordinance to regulate the Class II and/or Class III Gaming of MBPI in accordance the IGRA, the MBPI Gaming Ordinance and the Compact.

“MBPI Representatives” shall have the meaning described in Section 3.4.

“MBPI Resolutions” shall have the meaning described in Section 3.10.

“MPM” or “Manager” shall have the meaning described in the preamble to this Agreement.

“MPM Employees” shall mean those employees of the MPM or its Affiliates who are working at the Facility and are not MBPI Employees.

“MPM Representatives” shall have the meaning described in Section 3.4.

“Management Fee” shall mean the management fee described in Section 6.1.

“Material Breach” shall mean such material breach as described in Section 10.3.

“Member of MBPI Government” shall have the meaning described in Section 9.5.

“Minimum Balance” shall mean the amount described in Section 4.17.1.

“Minimum Guaranteed Monthly Payment” shall mean that payment due the Tribe on a monthly basis in accordance with 25 U.S.C. § 2711(b)(3). If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment is payable on the twenty-first (21st) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Management Fee and retirement of development and construction costs and shall be paid monthly in the amount of One Hundred Thousand Dollars ($100,000.00). Minimum Guaranteed Monthly Payments shall be charged against the Tribe’s distribution of Net Revenues and, where there are insufficient Net Revenues in a given month, MPM shall advance the funds necessary to compensate for the deficiency and shall be reimbursed by the Tribe in the next succeeding month or months as funds become available in accordance with the schedule of disbursements set forth in Section 6.4 of this Agreement, as Recoupment Payments. No Minimum Guaranteed Monthly Payment shall be owed for any period of any month during which Gaming is suspended or terminated at the Facility pursuant to Section 4.4, and the obligation shall cease upon termination of this Agreement for any reason.

“National Indian Gaming Commission” or “NIGC” shall mean the commission established pursuant to 25 U.S.C. § 2704.

“Net Revenues” shall mean the sum of “Net Revenues (gaming)” and “Net Revenues (other).”

“Net Revenues (gaming)” shall mean Gross Gaming Revenue (Win), of the Enterprise from Class II and/or Class III gaming less all gaming related Operating Expenses, excluding the Management Fee, and less the cost of any Promotional Allowances and less the following revenues actually received by the Enterprise and included in Gross Revenues:

(i) any gratuities or service charges added to a customer’s bill;

(ii) any reasonable and necessary credits or refunds made to customers, guests or patrons;

(iii) any sums and credits received by the Enterprise for lost or damaged merchandise;

(iv) any sales taxes, excise taxes, gross receipt taxes, admission taxes, entertainment taxes, tourist taxes or charges received from patrons and passed on to a governmental or quasi governmental entity;

(v) any proceeds from the sale or other disposition of furnishings and or other capital assets;

(vi) any fire and extended coverage insurance proceeds other than for business interruption;

(vii) any condemnation awards other than for temporary condemnation; and

(viii) any proceeds of financing or refinancing.

It is intended that this provision be consistent with 25 U.S.C. § 2703 (9).

“Net Revenues (other)” shall mean all Gross Revenues of the Enterprise from all other sources in support of Class II and/or Class III Gaming not included in “Net Revenues (gaming),” such as food and beverage, entertainment, and retail, less all Operating Expenses, excluding the Management Fee, and less the retail value of Promotional Allowances, if any, and less the following revenues actually received by the Enterprise and included in Gross Revenues:

(i) any gratuities or service charges added to a customer’s bill;

(ii) any credits or refunds made to customers, guests or patrons;

(iii) any sum and credits received by the Enterprise for lost or damaged merchandise;

(v) any proceeds from the sale or other disposition of furnishings and equipment or other capital assets;

(vi) any fire and extended coverage insurance proceeds other than for business interruption;

(vii) any condemnation awards other than for temporary condemnation; and

(viii) any proceeds of financing or refinancing.

It is intended that this provision be consistent with 25 U.S.C. § 2703(9).

“Off Site Employees” shall mean such employees of MPM or MPM’s Affiliates who are not located at the Facility, but who are used by MPM to provide services to the Enterprise as described in Section 4.6.5.

“Operating Budget and Annual Plan” shall mean the operating budget and plan described in Section 4.9.

“Operating Equipment” shall mean all equipment required for the operation of a casino, including accessory gaming table equipment, chinaware, glassware, linens, silverware, utensils, uniforms, and all other similar items.

“Operating Expenses” shall mean all expenses of the operation of the Enterprise pursuant to GAAP, including but not limited to the following:

(i) as described in Section 4.6.5, the payment of (a) salaries, wages and benefit programs for Enterprise Employees, and (b) reasonable compensation for Off Site Employees, as determined by the Business Board;

(ii) Operating Equipment and Operating Supplies for the Enterprise;

(iii) utilities;

(iv) repairs and maintenance of the Facility (excluding Capital Replacements);

(v) interest on the loans made pursuant to the Bank Loan Agreement;

(vi) interest on installment contract purchases or other interest charges on debt approved by the Business Board;

(vii) insurance and bonding;

(viii) advertising and marketing including busing and transportation of patrons to the Facility;

(ix) accounting, legal and other professional fees;

(x) security costs;

(xi) subject to the Operating Budget and Annual Plan and to the extent approved by the Business Board, reasonable travel expenses for officers and employees of the Enterprise, MPM or its Affiliates to inspect and oversee the Enterprise;

(xii) lease payments for Furnishings and Equipment and Operating Equipment to the extent approved by the Business Board;

(xiii) trash removal;

(xiv) cost of goods sold;

(xv) other expenses designated as Operating Expenses in accordance with the accounting standards as referred to in Section 4.19.3;

(xvi) expenses specifically designated as Operating Expenses in this Agreement;

(xvii) depreciation and amortization of the Facility based on the longest amortization schedule allowed under the law, and depreciation and amortization of all other assets in accordance with GAAP;

(xviii) recruiting and training expenses;

(xix) fees due to the NIGC under the IGRA;

(xx) any required payments to the State or local governments made by or on behalf of the Enterprise or MBPI pursuant to the Compact or another related agreement;

(xxi) any budgeted charitable contributions by the Enterprise which are approved by the Business Board;

(xxii) pre-opening expenses, which shall be capitalized;

(xxiii) cost of licensing the employees of Enterprise; and

(xxiv) Management Fees.

“Operating Supplies” shall mean food and beverages (alcoholic and nonalcoholic) and other consumable items used in the operation of a casino such as playing cards, tokens, chips, plaques, dice, fuel, soap, cleaning materials, matches, paper goods, stationery and all other similar items.

“Promotional Allowances” shall mean the retail value of promotional transportation, complimentary hotel accommodations, food, beverage, merchandise, chips, tokens, shows or services provided to patrons, allocated in accordance with GAAP, consistently applied.

“Property” shall have the meaning described in Recital 1.7.

“Recoupment Payment” shall mean the sum(s) paid to MPM to reimburse advances previously made to the Tribe to cover any shortfall in Minimum Guaranteed Monthly Payments.

“Relative” shall have the meaning described in Section 9.5.

“State” shall mean the State of Michigan.

“Subordination Agreement” shall mean a subordination agreement between one or more Lenders, MPM and the Authority or Tribe.

“Term” shall mean the term of this Agreement as described in Section 3.2.

“Tribal Council” shall mean the duly elected governing legislative body of MBPI described pursuant to MBPI’s Constitution, or at the option of MBPI, a designee committee or council created pursuant to resolution or ordinance of the Council.

“Tribal Lands” shall have the meaning described in Recital 1.2.

“UCC Financing Statements” shall mean UCC-1 Financing Statements naming the Tribe, as debtor, or the Enterprise, as debtor, and naming the Lender(s) and/or MPM as secured parties, in the form approved by the Parties.

3. Covenants. In consideration of the mutual covenants contained in this Agreement, the Parties agree and covenant as follows:

3.1 Engagement of MPM . MBPI hereby retains and engages MPM as the exclusive manager of the Enterprise during the Term pursuant to the terms and conditions of this Agreement and MPM hereby accepts such retention and engagement, subject to receipt of all necessary regulatory approvals.

3.2 Term . This Agreement became effective automatically (without need of amendment, ratification or other action of the Parties) upon approval of this Agreement by the Chairman of the NIGC (the “Effective Date”) and, subject to Section 4.4.5, shall continue for a period of seven (7) years after the Commencement Date (the “Term”).

3.3 Status of Property . MBPI represents and covenants that it throughout the Term will maintain the Property as land held in Trust by the United States of America for the benefit of MBPI eligible as a location upon which Gaming can occur. MBPI covenants that during the Term MPM shall and may peaceably have complete access to and presence in the Facility in accordance with the term of this Agreement, free from molestation, eviction and disturbance by MBPI or by any other person or entity; provided, however, that such right of access to and presence in the Facility shall cease upon termination of this Agreement pursuant to its terms and further provided that such right of access to and presence in the Facility shall cease upon any revocation of the Manager’s gaming license, except that MPM shall be permitted to temporarily access the Facility for the limited purpose of recovering its books, records and personal property. MBPI shall, at MBPI’s expense, undertake and prosecute all actions, judicial or otherwise, required to assure such access and presence by MPM.

3.4 Creation and Operation of Business Board . MBPI and MPM shall exercise any and all joint decision making power through the Business Board. The Business Board shall consist of five (5) persons: MBPI’s three representatives and MPM’s two representatives. The MPBI representatives on the Business Board (or alternates) (the “MBPI Representatives”) shall be designated in writing to MPM by the Tribal Chairman. MPM’s representatives on the Business Board (the “MPM Representatives”) shall be designated in writing to MBPI. The Business Board shall have the obligations, rights and powers described in this Agreement. The decisions of the Business Board shall be by majority vote of all of the members of Business Board. Two MBPI Representatives and two MPM Representatives shall constitute a quorum for the transaction of any business at any meeting of the Business Board. The Business Board shall remain active during the entire Term. All actions and directions of the Business Board shall be,

and shall be deemed to be, actions and directions of MBPI. The Business Board shall remain active during the entire Term. The parties agree that, to facilitate oversight of the activities conducted pursuant to this Agreement and to maintain communication generally between the individuals who will be involved in supervising those activities, the Business Board will meet at least once per month and on agreement of all members, may convene by teleconference. Any disputes concerning decisions of the Business Board shall be determined in the manner provided in Section 16. Any indebtedness incurred by the Business Board after the opening of the Facility will be expensed. Where MPM’s conduct under this Agreement is subject to Business Board oversight or approval, the Business Board shall act reasonably and any consent, where required to be given, shall not be unreasonably withheld or delayed. Any compensation and/or expenses incurred by the MBPI Representatives shall be borne by MBPI and shall not constitute an Operating Expense or other expense of the Enterprise. The MPM Representatives shall not receive any compensation and any such expenses incurred by the MPM Representatives shall be borne by MPM and shall not constitute an Operating Expense or other expense of the Enterprise.

3.5 MBPI and MPM Compliance with Law; Licenses . The parties agree and covenant that all Gaming in the Facility will be conducted in accordance with the IGRA, the Tribal Gaming Code, and if applicable, the Compact. MBPI, the Authority and MPM covenant that they will at all times comply with all Legal Requirements, including the MBPI Gaming Ordinance, the IGRA, and the Compact, Michigan statutes, to the extent applicable, and any licenses issued under any of the foregoing. MBPI shall not unreasonably withhold, delay, withdraw, qualify or condition any such licenses that MBPI is authorized to grant.

3.6 Amendments to MBPI Gaming Ordinance . MBPI covenants that any amendments made to MBPI Gaming Ordinance will be a legitimate effort to ensure that Gaming is conducted in a manner that adequately protects the environment, the public health and safety and the integrity of the Enterprise. MBPI shall give MPM at least ten (10) days’ notice of any proposed amendments or modifications to the MBPI Gaming Ordinance. The adoption of any amendments or modifications to the MBPI Gaming Ordinance or the adoption of any other MBPI legislation or resolutions which materially and adversely affect the rights of MPM under this Agreement or any related agreement shall be a Material Breach of this Agreement.

3.7 Class III Gaming/Compliance with Compact . With respect to Class III Gaming, the Parties shall at all times comply with the provisions of the Compact. No Class III Gaming may be conducted pursuant to this Agreement unless the Compact is in effect.

3.8 Fire and Safety . Subject to the oversight of the Business Board, MPM shall ensure that the Facility shall be constructed and maintained in compliance with all fire and safety statutes, ordinances, and regulations which would be applicable if the Facility were located outside of the jurisdiction of MBPI, although those requirements would not otherwise apply within that jurisdiction. Nothing in this Section shall grant any jurisdiction to the State of Michigan or any political subdivision thereof over the Property or the Facility. MBPI shall be responsible for arranging fire protection and police services for the Facility, which shall constitute an Operating Expense.

3.9 Compliance with the National Environment Policy Act . With the assistance of MPM as requested by the Tribe, MBPI shall be responsible for and shall supply the NIGC with

all information necessary for the NIGC to comply with the National Environmental Protection Act and the regulations of the NIGC issued pursuant to the National Environmental Policy Act (“NEPA”). Compliance with the NEPA shall be the responsibility of the Tribe. The cost of any such compliance shall be an Operating Expense.

3.10 [Intentionally Omitted] .

3.11 All Gaming in Compliance with the IGRA . All Gaming covered by this Agreement shall be conducted in accordance with the IGRA, the governing law of the Tribe, and the Compact.

3.12 Best Efforts; Covenant of Good Faith and Fair Dealing . MBPI and MPM agree to use their best efforts and to act in good faith in dealing with one another pursuant to this Agreement. MBPI and MPM hereby specifically warrant and represent to each other that neither shall act in any manner which would cause this Agreement to be altered, amended, modified, cancelled or terminated (except as specifically provided in this Agreement) without the consent of the other. MBPI and MPM further warrant and represent that they shall take all actions necessary to ensure that this Agreement shall remain in good standing at all times and will fully cooperate with each other in achieving the goals of this Agreement.

3.13 Bank Loan Documents . MBPI, the Authority, MPM and their respective Affiliates shall comply, and shall cause their respective Affiliates to comply, with all of the affirmative and negative covenants which they made in the Bank Loan Documents.

3.14 Affiliates; Transfer Ordinance . The MBPI shall cause its Affiliates to comply with and act in a manner consistent with this Agreement. Without limiting the foregoing, the parties acknowledge and agree that pursuant to the Gun Lake Transfer of Assets and Obligations Ordinance, all of MBPI’s rights and obligations hereunder have been assigned to, and assumed by the Authority and, as a result, references herein to MBPI shall, where applicable, be deemed to be references to the Authority.

3.15 Licensing of MPM by MBPI Gaming Commission . MBPI shall include in the MBPI Gaming Ordinance a provision that MPM and its Affiliates shall be provided appropriate due process procedures with respect to the resolution of disputes concerning the issuance, non-issuance, renewal, non-renewal, condition, suspension, denial or revocation of any license to MPM or to Affiliates by the MPBI Gaming Commission and such provision shall remain in full force and effect during the Term.

3.16 Operating Capital . The operating capital for the Enterprise shall be provided by MBPI or the Authority from the proceeds of the Bank Loan Documents, and MBPI shall be responsible for covering any operating capital shortfall.

4. MPM’s Authority and Responsibility.

4.1 MPM shall conduct and direct all business and affairs in connection with the day to day operation, management and maintenance of the Enterprise and the Facility, including the establishment of operating days and hours and fulfilling the duties expressly provided for in Section 4.2. Nothing in this section shall prohibit MBPI from directing MPM to close the

Facility for certain religious, political or cultural reasons, up to four (4) days per year. MPM is hereby granted the necessary power and authority to act, through the General Manager, in order to fulfill all of its responsibilities under this Agreement. Nothing herein grants or is intended to grant MPM a titled interest to the Facility or to the Enterprise. MPM hereby accepts such retention and engagement. MBPI shall have the sole proprietary interest in and ultimate responsibility for the conduct of all gaming conducted by the Enterprise, subject to the rights and responsibilities of MPM under this Agreement.

4.2 Duties of MPM . In operating, maintaining and repairing the Enterprise and the Facility under this Agreement, MPM’s duties shall include, without limitation, the following:

4.2.1 Physical Duties . MPM shall use reasonable measures for the orderly physical administration, management, and operation of the Enterprise and the Facility including, without limitation, cleaning, painting, decorating, plumbing, carpeting, grounds care and such other maintenance and repair work as is reasonably necessary.

4.2.2 Compliance . MPM shall comply with all duly enacted statutes, regulations and ordinances of MBPI.

4.2.3 Required Filings . MPM shall comply with all applicable provisions of the Internal Revenue Code including but not limited to, the prompt filing of any cash transaction reports and W-2G reports that may be required by the Internal Revenue Service of the United States or if applicable, under the Compact.

4.2.4 Contracts in MBPI’s Name and at Arm’s Length . Except as otherwise provided in this Section, contracts for the operations of the Enterprise shall be entered into in the name of the Authority and signed by the General Manager. Any contract, other than Capital Expense contracts, requiring expenditures in excess of Fifty Thousand Dollars ($50,000.00) shall be approved by the Business Board and signed, on behalf of the Authority, by one of the MBPI Representatives. Any such contract shall be deemed approved unless the Business Board delivers written objection to MPM within seven (7) days of notice of such agreements. No contracts of any amount, for the supply of goods or services to the Enterprise shall be entered into with an Affiliate of MPM unless (i) that affiliation is disclosed to and approved by the Business Board, (ii) the contract terms are no less favorable for the Enterprise than could be obtained from a non-affiliated contractor, (iii) the costs charged to the Enterprise for the goods or services provided under the contract are equal or less than MPM’s or its Affiliate’s actual cost to provide such goods or services, and (iv) MPM or its Affiliate shall not receive additional compensation for providing such goods or services. Notwithstanding anything to the contrary contained herein, contracts for the supply of any goods or services paid for entirely by MPM may be provided by an Affiliate of MPM, provided that payments on such

contracts shall not constitute Operating Expenses and shall be the sole responsibility of MPM and the Business Board shall be notified of any such contracts. Nothing contained in this Section 4.2.4 shall be deemed to be or constitute a waiver of MBPI’s of the Authority’s sovereign immunity.

4.2.5 Enterprise Operating Standards . MPM shall operate the Enterprise in a proper, efficient and competitive manner in accordance with the operating standards of the casino resort industry. It shall also operate all aspects of the Facility in compliance with the minimum internal controls established by the MBPI Gaming Commission, which are consistent with those required by the NIGC and the Legal Requirements.

4.3 Security . MPM shall provide for appropriate security of the operation of the Enterprise. All aspects of Facility security shall be the responsibility of MPM. Any security officer shall be bonded and insured in an amount commensurate with his or her enforcement duties and obligations. The cost of any charge for security and increased public safety services will be an Operating Expense.

4.4 Damage, Condemnation or Impossibility of the Enterprise . If, during the Term of this Agreement, the Facility is damaged or destroyed by fire, war, or other casualty, or by an act of god, or is taken by condemnation or sold under the threat of condemnation, or if Gaming on the Property is prohibited as a result of a decision of a court of competent jurisdiction or by operation of any applicable legislation, or for any other reason whatsoever, MPM shall have the following options:

4.4.1 Recommencement of Operations . If Gaming on the Property is prohibited by Legal Requirements, MPM shall have the option to (i) terminate this Agreement pursuant to Section 4.4.4, or (ii) continue its interest in this Agreement and suspend Gaming operations until such date, if any, on which Gaming on the Property becomes lawful, as reasonably determined by the Business Board (during which period the Term shall be tolled pursuant to Section 4.4.5).

4.4.2 Repair or Replacement . Subject to the Bank Loan Documents, if the Facility is damaged, destroyed or condemned so that Gaming can no longer be conducted at the Facility, the Facility shall be reconstructed if the insurance or condemnation proceeds are sufficient to restore or replace the Facility to a condition at least comparable to that before the casualty occurred. If MPM elects to reconstruct the Facility and if the insurance proceeds or condemnation awards are insufficient to reconstruct the Facility to such condition, MPM may, in its sole discretion and subject to the Bank Loan Documents, supply such additional funds as are necessary to reconstruct the Facility to such condition and such funds shall, with the prior consent of MBPI and the BIA or NIGC, as appropriate, constitute a loan to MBPI, secured by the revenues from the Enterprise and repayable upon such terms as may be

agreed upon by MBPI and MPM. Subject to the Bank Loan Documents, MBPI may also elect to advance funds or borrow funds from a third party to reconstruct the Facility and such funds shall constitute a loan to the Enterprise repayable as an operating expense upon such terms as may be agreed upon by MBPI and MPM. The loan provided for herein shall not be subject to the ceiling set forth in the Development Agreement. If the insurance proceeds are not sufficient and are not used to repair the Facility, MBPI and MPM shall, subject to the Bank Loan Documents, jointly adjust and settle any and all claims for such insurance proceeds or condemnation awards, and such proceeds or award shall be applied first, to the amounts due under the Bank Loan Agreement (including principal and interest); second, to any other loans; third, to any undistributed Net Revenues pursuant to Section 6 of this Agreement; and fourth, any surplus shall be distributed to MBPI, in each case not in contravention of the Bank Loan Documents.

4.4.3 Other Business Purposes . MPM shall have the option to use the Facility for other purposes reasonably incidental to Class II and/or Class III Gaming, provided the Business Board has approved such purposes (which approval shall not be unreasonably withheld). For any purpose other than Gaming, MPM shall obtain all approvals necessary under applicable law.

4.4.4 Termination of Gaming . MPM shall have the option at any time within a sixty (60) day period following the cessation of Gaming on the Property to notify MBPI in writing that it is terminating operations under this Agreement, in which case MPM shall retain any rights MPM may have to undistributed Net Revenues pursuant to Section 6 prior to the date of termination of this Agreement and rights to repayments of amounts owed to it. If MPM does not elect to terminate this Agreement, it may take whatever action may be necessary to reduce expenses during such termination of Gaming.

4.4.5 Tolling of the Agreement . If, after a period of cessation of Gaming on the Property, the recommencement of Gaming is possible, and if MPM has not terminated this Agreement under the provisions of Section 4.4.4, the period of such cessation shall not be deemed to have been part of the Term of this Agreement and the date of expiration of the Term shall be extended by the number of days of such cessation. Any reasonable payments agreed upon by the Business Board or, if MPM is unable to participate on the Business Board, by the Tribal Council, made to any third party to eliminate rights acquired in the Property, the Facility or the Enterprise during the period of cessation or to eliminate or cure the problems which caused the cessation of Gaming shall constitute Operating Expenses of the Enterprise.

4.5 Alcoholic Beverages and Tobacco Sales . During the Term, alcoholic beverages may be served at the Facility if permissible in accordance with applicable law. Tobacco may be sold at the Facility subject to and in accordance with MBPI’s licensing requirements, if any.

4.6 Employees .

4.6.1 MPM’s Responsibility . Except as limited by Section 4.6.3 or other specific provisions of this Agreement, MPM shall have, subject to the terms of this Agreement and subject to the Tribal issuance of a gaming license, the exclusive responsibility and authority to direct the selection, control and discharge of all employees performing regular services for the Enterprise in connection with maintenance, operation, and management of the Enterprise and the Facility and any activity upon the Property; and the sole responsibility for determining whether a prospective employee is qualified and the appropriate level of compensation to be paid.

4.6.2 Enterprise Employee Policies . MPM has prepared a draft of personnel policies and procedures (the “Enterprise Employee Policies”), including a job classification system with salary levels and scales, which policies and procedures have been approved by the Business Board. The Enterprise Employee Policies shall at all times include a grievance procedure in order to establish fair and uniform standards for the employees of MBPI engaged in the Enterprise, which will include procedures for the resolution of disputes between MPM and the Enterprises. Any revisions to the Enterprise Employee Policies shall not be effective unless they are approved in the same manner as the original Enterprise Employee Policies. All such actions shall comply with applicable MBPI law.

4.6.3 MPM Employees . The selection of the General Manager of the Enterprise shall be subject to the approval of the Business Board or its authorized designee. In addition to these persons, there will be core groups of other employees on the payroll of MPM or its Affiliates working for the Enterprise (collectively the “MPM Employees”). The Compensation of MPM Employees (i) shall be subject to approval by the Business Board, and (ii) excluding the value of any equity-based compensation or other long-term incentives made available to such employees, shall be an Operating Expense of the Enterprise and shall be reimbursed to MPM or its Affiliates; provided, however, MPM or its Affiliates are reimbursed only for MPM’s or its Affiliate’s actual cost to provide such Compensation and MPM or its Affiliate shall not receive any additional compensation from the Enterprise for MPM Employees. Nothing contained herein is intended to limit MPM’s right to reasonably consolidate or eliminate any of these positions, or, subject to Section 4.6.9 and subject to the approval of the Business Board, to increase the number of MPM Employees. During the term of service of any MPM

Employee on behalf of the Enterprise and for a period of six (6) months thereafter, MBPI shall not solicit or offer any employment to any such MPM Employee without the prior written consent of MPM.

4.6.4 MBPI Employees . All Enterprise Employees who are not MPM Employees shall be MBPI Employees. The term of employment to these MBPI Employees shall be structured as though all labor, employment, and unemployment insurance laws applicable in Michigan which would apply to MPM Employees if they were not working on an Indian reservation would also apply to MBPI Employees. MBPI agrees to take no action to impede, supersede or impair such treatment. During the term of service of any MBPI Employee on behalf of the Enterprise and for a period of six (6) months thereafter, MPM shall not solicit or offer employment to any such MBPI Employee without the prior written consent of MBPI.

4.6.5 Off-Site Employees . Subject to approval of the Business Board and appropriate licensing as required by the TGC, MPM shall also have the right to use employees of MPM and MPM’s Affiliates not located at the Facility to provide services to the Enterprise (“Off-Site Employees”). All expenses and costs (including, but not limited to, salaries and benefits, but excluding any equity-based compensation or other long-term incentives, pension, retirement, severance or similar benefits) which are related to such Off-Site Employees, shall be subject to the Operating Budget approved by the Business Board, and shall be treated as Operating Expenses; provided, however, the Manager (i) shall be reimbursed a prorated allocation of the Off-Site Employees’ expenses and costs (including, but not limited to, salaries and benefits, but excluding pension, retirement, severance or similar benefits) attributed to the Off-Site Employee’s provision of services to the Enterprise, (ii) shall not be reimbursed for Off-Site Employee’s expenses and costs that are attributed to general administrative functions of the Manager or other activities that are not related to the Enterprise, and (iii) shall receive no additional profit for providing Off-Site Employees. The parties anticipate that Off-Site Employees will provide the following services, among others, to the Enterprise: advertising, marketing, payroll, purchasing, information, technology, human resources and food and beverage services.

4.6.6 No MPM Wages or Salaries . Except as otherwise provided with respect to MPM Employees described in Section 4.6.3 and Off-Site Employees described in Section 4.6.5, neither MPM nor MPM’s Affiliates nor any of their officers, directors, shareholders, or employees shall be compensated by wages from or contract payments by the Enterprise for their efforts or for any work which they perform under this Agreement, other than loan repayments reimbursement pursuant to the Security and Reimbursement Agreement and the Management Fee to

be paid to MPM under Section 6.1. Nothing in this subsection shall restrict the ability of an employee of the Enterprise to purchase or hold stock in MPM, or MPM’s Affiliates where (i) such stock is publicly held, and (ii) such employee acquires, on a cumulative basis, less than five percent (5%) of the outstanding stock in the corporation; provided, however, that no member of the Tribal Council shall have a direct or indirect financial interest in this Agreement or MPM.

4.6.7 TGC (Costs) . The funding of the operation of the MBPI Gaming Commission (the “TGC”) shall be an Operating Expense. Subject to the following sentence, the budget for the TGC shall be in an amount which is budgeted and approved by the Business Board, payments of one quarter (¼) of the TGC’s annual approved budget shall be payable to MBPI’s bank account specified by the Business Board in a notice to MPM pursuant to the Notices Section of the Agreement on January 21 st , April 21 st , July 21 st and October 21 st of each calendar year. Notwithstanding the foregoing, the funding for this purpose shall not exceed Six Hundred Thousand Dollars ($600,000.00) per year as an Operating Expense. Funding in excess of the amounts set forth in the immediately preceding sentence shall be an expense of MBPI (as opposed to the Enterprise). Such payments shall not be combined with any other payments to MBPI.

4.6.8 Employee Background Checks . A background investigation shall be consistent with the IGRA, and the Compact, and the Minimum Internal Controls conducted by the TGC in compliance with all Legal Requirements, to the extent applicable, on each applicant for employment as soon as reasonably practicable. No individual whose prior activities criminal record, if any, or reputation, habits and association are known to pose a threat to the public interest the effective regulation of Gaming or to the gaming licenses of MPM or any or its Affiliates, or to create or enhance the dangers of unsuitable, unfair or illegal practices and methods and activities in the conduct of Gaming, shall knowingly be employed by MPM or MBPI. The background investigation procedures employed by the TGC shall satisfy all Legal Requirements independently applicable to MPM. Any cost associated with obtaining such background investigations shall constitute an Operating Expense; provided, however, the costs of background investigations relating to MPM, its Affiliates and the members, officers, directors or employees of MPM or its Affiliates shall be borne solely by MPM and shall not be treated as part of the Loan or as Operating Expenses of the Enterprise.

4.6.9 Indian Preference, Recruiting and Training . In order to maximize benefits of the Enterprise to MBPI, MPM shall, during the Term, to the extent permitted by applicable law, including, but not limited to, the Indian Civil Rights Act, 25 U. S. C. § 1301 et. seq . give preference in

recruiting, training and employment to qualified members of MBPI, their spouses and children in all job categories of the Enterprise, including senior management positions, MPM shall:

(i) conduct job fairs and skills assessment meetings for MBPI members;

(ii) abide by any duly enacted MBPI preference laws;

(iii) consult with the Business Board and develop a management training program for MBPI members or people selected by MBPI, subject to the approval of the Business Board. This program shall be structured to provide appropriate training for those participating to assume full control at the conclusion of the Term;

(iv) train and hire, to the maximum extent permitted by law, members of the local communities where the Facility is located. MPM covenants to attempt to fill as many jobs as is reasonably possible with qualified members of all federally recognized tribes. Final determination of the qualifications of MBPI members and all other persons for employment shall be made by MPM subject to any licensing requirements of the MBPI Gaming Commission; and

(v) within two hundred seventy (270) days of the Commencement Date, MPM shall develop and present to the Business Board for its approval, a training plan designed to progressively reduce the number of MPM Employees, so that, by the end of the Term, all Enterprise Employees will be MBPI Employees.

Costs for recruiting, job fairs and training shall be Operating Expenses. MPM shall be reimbursed for actual costs it incurs in providing recruiting, job fairs and training for the Enterprise, but shall not receive additional compensation for providing such recruiting, job fairs or training.

4.6.10 Goals and Remedies . All hiring for the Enterprise shall be done by MPM, based on the hiring policies established by the Parties in consultation with each other.

4.6.11 Removal of Employees . MPM will act in accordance with the Enterprise Employee Policies with respect to the discharge, demotion or discipline of any Enterprise Employee.

4.7 Marketing.

4.7.1 Nature of Marketing Services . The services described in this Section 4.7 (“Marketing Services”) shall be provided by MPM.

4.7.2 Marketing Services . MPM shall provide the following Marketing Services, which shall be an Operating Expense of the Enterprise:

(i) provide a marketing director and adequate staff to implement a marketing plan. The marketing director and his or her staff shall be employees of the Enterprise; provided that the Business Board may authorize marketing services to be provided by Off-Site Employees, pursuant to Section 4.6.5 of this Agreement;

(ii) no later than 90 days prior to the scheduled opening date of the Facility, MPM shall have prepared and implemented a marketing plan for the Facility; and

(iii) the marketing plan shall include provisions for the Facility opening, public relations, community relations, electronic and print media advertising, industry advertising and relations, employee marketing programs, promotional programs, entertainment and hospitality marketing and advertising, group sales, special events, tour sales, and any and all other related or required components of a complete marketing program sufficient to maximize the Facility’s position in the local market.

4.8 [Intentionally Omitted] .

4.9 Operating Budget and Annual Plan . MPM shall, not less than sixty (60) days prior to the commencement of each full or partial Fiscal Year, submit to the Tribal Council, for its approval, a proposed Operating Budget and Annual Plan for the ensuing full or partial Fiscal Year, as the case may be. The Operating Budget and Annual Plan shall include a projected income statement, balance sheet, and projection of cash flow for the Enterprise, with detailed justifications explaining the assumptions used therein and included with the Operating Budget and Annual Plan be a schedule of repairs and maintenance (other than Capital Replacements), a business and marketing plan for the Fiscal Year and the Minimum Balance which must remain in the Bank Account and the House Bank as of the end of each month during the Fiscal Year to assure sufficient monies for operating capital purposes, the House Bank and other expenditures authorized under the Operating Budget and Annual Plan.

The Operating Budget and Annual Plan for the Enterprise will be comprised of the following:

(a) a statement of the estimated income and expenses for the upcoming Fiscal Year, including estimates as to Gross Revenues and Operating Expenses for such Fiscal Year, such operating budget to reflect the estimated results of the operation during each Fiscal Month of the subject Fiscal Year;

(b) either as part of the statement of estimated income and expenses referred to in the preceding clause (a), or separately, budgets (and timetables and requirements) of MPM for:

(i) repairs and maintenance;

(ii) Capital Replacements;

(iii) Operating Equipment;

(iv) advertising and business promotion programs for the Facility; and

(v) the estimated cost of Promotional Allowances; and

The Tribal Council’s approval of the Operating Budget and Annual Plan shall not be unreasonably withheld or delayed. MPM shall meet with the MBPI Representatives to discuss the proposed Operating Budget and Annual Plan and the MBPI Representatives’ approval shall be deemed given unless a specific written objection thereto is delivered by the MBPI Representatives to MPM within thirty (30) days after MPM and the MBPI Representatives have met to discuss the proposed Operating Budget and Annual Plan. If the MBPI Representatives for any reason decline to meet with MPM to discuss a proposed Operating Budget and Annual Plan, the Tribal Council shall be deemed to have consented to such Operating Budget and Annual Plan unless a specific written objection thereto is delivered to MPM within fifteen (15) days after the date the proposed Operating Budget and Annual Plan is submitted to the Tribal Council. The Tribal Council shall review the Operating Budget and Annual Plan on a line-by-line basis. To be effective, the notice which disapproves a proposed Operating Budget and Annual Plan must contain specific objections in reasonable detail to individual line items.

If the initial proposed Operating Budget and Annual Plan contains disputed budget item(s), the MBPI Representatives and MPM agree to cooperate with each other in good faith to resolve the disputed or objectionable proposed item(s). In the event the MBPI Representatives and MPM are not able to reach mutual agreement concerning any disputed or objectionable item(s) within fifteen (15) days after the date the MBPI representatives on the Business Board provides written notice of its objection to MPM, either party shall be entitled to submit the dispute to arbitration in accordance with Section 16. If the MBPI Representatives and MPM are unable to resolve the disputed or objectionable item(s) prior to the commencement of the applicable fiscal year, the undisputed portions of the proposed Operating Budget and Annual Plan shall be deemed to be adopted and approved and the corresponding line item(s) contained in the Operating Budget and Annual Plan for the preceding fiscal year shall be adjusted as set forth herein and shall be substituted in Lieu of the disputed item(s) in the proposed Operating Budget and Annual Plan. Those line items which are in dispute shall be determined by increasing the preceding fiscal year’s actual expense for the corresponding line items by an amount determined by MPM which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1982-1984=100) for the fiscal year prior to the fiscal year with respect to which the

adjustment to the line item(s) which is being calculated or any successor or replacement index thereto. The resulting Operating Budget will be deemed to be the Operating Budget and Annual Plan in effect until such time as MPM and the MBPI Representatives have resolved the items objected to by the MBPI Representatives.

4.9.1 Adjustments to Operating Budget and Annual Plan . MPM may, after notice to and approval by the Tribal Council, revise the Operating Budget and Annual Plan from time to time, as necessary, to reflect any unpredicted significant changes, variables or events or to include significant changes, variables or events or to include significant additional, unanticipated items of expense. MPM may, after notice to the Tribal Council, reallocate part of all of the amount budgeted with respect to any line item to another line item and to make such other modifications to the Operating Budget and Annual Plan as MPM deems necessary, provided that the total adjustments to the Operating Budget and Annual Plan shall not exceed one hundred ten percent (110%) of the aggregate approved Operating Budget and Annual Plan without approval of the Tribal Council. MPM shall submit a revision of the Operating Budget and Annual Plan to the Tribal Council for review on a quarterly basis. In addition, in the event actual Gross Revenues for any fiscal period are greater than those provided for in the Operating Budget and Annual Plan, the amounts approved in the Operating Budget and Annual Plan for guest services, food and beverage, telephone, utilities, marketing and the repair and maintenance of the Facility for any fiscal month shall be automatically deemed to be increased to an amount that bears the same relationship (ratio) to the amount budgeted for such items as actual Gross Revenue for such fiscal month. MBPI acknowledges that the Operating Budget and Annual Plan is intended only to be a reasonable estimate of the Enterprise’s revenues and expenses for the ensuing Fiscal Year. MPM shall not be deemed to have made any guarantee concerning projected results contained in the Operating Budget and Annual Plan.

4.10 Capital Budgets . MPM shall not less than sixty (60) days prior to the commencement of each Fiscal Year, or partial Fiscal Year, submit to the Tribal Council a recommended “Capital Budget” describing the present value, estimated useful life and estimated Replacement Costs for the ensuing full or partial year, as the case may be, for the physical plant, furnishings, equipment, and ordinary capital replacement items, all of which are defined to be any items, the cost of which is capitalized and depreciated, rather than expensed, using GAAP (“Capital Replacements”) as shall be required to operate the Enterprise in accordance with sound business practices. Capital Replacements in the Capital Budget in an aggregate sum equal to or less than the sum of the Capital Replacement Reserve for the Fiscal Year shall be approved by the Business Board, and any amounts in excess of the Capital Replacement Reserve for the Fiscal Year shall be subject to approval of the Business Board. The MBPI Representatives and MPM shall meet to discuss the proposed Capital Budget and the MBPI Representatives shall be required to make specific written objections to a proposed Capital Budget in the same manner and within the same time periods specified in Section 4.9 with respect to an Operating Budget

and Annual Plan. The MBPI Representatives shall not unreasonably withhold or delay their consent. Unless the MBPI Representatives and MPM otherwise agree, MPM shall be responsible for the design and installation of Capital Replacements, subject to the Business Board’s approval and the Tribal Council’s right to inspect.

4.11 Capital Replacements . Subject any limitations pursuant to the Bank Loan Documents, MBPI shall effect and expend such amounts for any Capital Replacements as shall be required in the course of the operation of the Enterprise, to maintain at a minimum, the Enterprise in compliance with any Legal Requirements and to comply with MPM’s recommended programs for renovation, modernization and improvement intended to keep the Enterprise competitive in its market, or to correct any condition of an emergency nature, including without limitation, maintenance, replacements or repairs which are required to be effected by MBPI, which in MPM’s sole discretion requires immediate action to preserve and protect the comfort health, safety and/or welfare of the Facility’s guests or employees (an “Emergency Condition”); provided, however, that MBPI shall be under no obligation to fund Capital Replacements in an aggregate amount greater than its periodic required contributions to the Capital Replacement Reserve described in Section 4.12. MPM is authorized to take all steps and to make all expenditures from the Disbursement Account described at Section 4.17.3 (in the case of non-capitalized repairs and maintenance), or Capital Replacement Reserve, described at Section 4.12 (in the case of expenditures for Capital Replacements) as it deems necessary to repair and correct any Emergency Condition, regardless whether such provisions have been made in the Capital Budget or the Operating Budget and Annual Plan for any such expenditures; or the cost thereof may be advanced by MPM and reimbursed from future revenues. Design and installation of Capital Replacements shall be affected in a time period and subject to such conditions as the Business Board may establish to minimize interference with or disruption of ongoing operations.

4.12 Capital Replacement Reserve . MPM shall establish a Capital Replacement Reserve on the Books of Account of the Enterprise and the cash contributions required by Section 4.13 shall be deposited by MPM into an account (the “Capital Replacement Reserve”) established in MBPI’s name at a bank designated by the Business Board. All amounts in the Capital Replacement Reserve shall be invested in interest bearing investments in accordance with the Enterprise Investment Policy approved by the Business Board to the extent that availability of funds, when required, is not thereby impaired, interest earned on amounts deposited in the Capital Replacement Reserve shall be credited to the Capital Replacement Reserve and shall be available for payment of expenditures for Capital Replacements to the Facility. The Enterprise Investment Policy approved by the Business Board shall not be in contravention of the permitted investments detailed in the Bank Loan Agreement to purchase those items included in the “Capital Budget” approved by the Business Board or such emergency additions of replacements as shall be required to keep the Enterprise in compliance with legal requirements or such emergency additions or replacements necessary to protect the comfort, health, safety or welfare of the Facility’s guests or employees.

4.13 Periodic Contributions to Capital Replacement Reserve . Deposits into the Capital Replacement Reserve Equivalent to an annual rate of three percent (3%) of Gross Revenues during the first two years of the Term after the Commencement Date and equivalent to an annual rate of four percent (4%) of Gross Revenues during the remainder of the Term. The

cash amounts required to be so deposited shall be calculated and deposited into the Capital Replacement Reserve, in arrears, no later than the twenty-first (21 st ) (1st day of the month immediately following the month with respect to which a deposit is made. If any adjustment of Gross Revenues is made as a result of an audit or for other accounting reasons, a corresponding adjustment in the Capital Replacement Reserve deposit shall be made. In addition, all proceeds from the sale of capital items no longer needed for the operation of the Enterprise, and the proceeds of any insurance received in reimbursement for any items previously paid for from the Capital Replacement Reserve shall be deposited into the Capital Replacement Reserve upon receipt.

4.14 Use and Allocation of Capital Replacement Reserve . Any expenditure for Capital Replacements, which has been budgeted and previously approved, may be paid from the Capital Replacement Reserve without further approval from MBPI. Any amounts remaining in the Capital Replacement Reserve at the close of any year will be carried forward and retained in the Capital Replacement Reserve until fully used. If amounts in the Capital Replacement Reserve at the end of any year plus the anticipated contributions to the Capital Replacement Reserve for the next ensuing year are not sufficient to pay for Capital Replacements authorized by the Capital Budget for such ensuing year, then additional funds in the amount of the projected deficiency may be advanced by MPM and reimbursed by the Enterprise from future revenues; provided, that any such advance does not cause the aggregate development cost to exceed the amount set forth in Section 6.6.

4.15 Contracting . In entering into contracts for the supply of goods and services for the Enterprise, MPM shall give preference to “Qualified” members of federally recognized Indian Tribes. For purposes of this Agreement, “Qualified” shall mean a member of a federally recognized Indian Tribe, or a business entity certified by MBPI to be controlled by members of a federally recognized Indian Tribe, who or which is able to provide services at competitive prices, has demonstrated skills and abilities to perform the tasks to be undertaken in an acceptable manner, in MPM’s opinion, and can meet the reasonable bonding requirements of MPM. MPM shall provide written notice to MBPI in advance of all such contracting subcontracting and construction opportunities. MPM shall also give a second preference to suppliers of goods and services located in the State.

4.16 Internal Control Systems . MPM shall install systems for monitoring of all funds and operations of the Enterprise consistent with the Minimum Internal Control Standards of the NIGC (“MICS”) which systems shall be submitted to the TGC for approval in advance of implementation, which approval shall not be unreasonably withheld. The Tribe and the TGC shall retain the right to review the MICS and any changes instituted to the MICS of the Enterprise. The Tribe may retain an auditor to review the adequacy of the MICS. The auditor so retained shall provide a written report to the Tribe and to MPM regarding the adequacy of the MICS. The cost of such review shall constitute an Operating Expense. The Tribe and MPM shall have the right and duty to maintain and police its MICS in order to prevent any loss of proceeds from the Enterprise. The Tribe shall have the right to inspect and oversee the MICS systems at all times. MPM shall install a closed circuit television system to be used for monitoring the cash handling activities of the Enterprise sufficient to meet all Legal Requirements. The TGC shall have full access to the closed circuit television system of the Enterprise.

4.17 Banking and Bank Accounts .

4.17.1 Enterprise Bank Accounts . The Business Board shall select, and the Tribal Council shall approve, a bank or banks for the deposit and maintenance of funds and shall establish in such bank or bank accounts as MPM deems appropriate and necessary in the course of business and as consistent with this Agreement (“Enterprise Bank Accounts”). Establishment of any Enterprise Bank Account shall be subject to the approval of the Tribal Council. The sum of money agreed to by the Business Board to be maintained in the Enterprise Bank Account(s) to serve as operating capital for Enterprise operations, shall include all sums needed for the House Bank, and all sums needed to accrue for payment of expenses not paid on a monthly basis (the “Minimum Balance”).

4.17.2 Daily Deposits to Depository Account . MPM shall establish for the benefit of MBPI in the Authority name a Depository Account. MPM shall collect all gross revenues and other revenues connected with or arising from the operation of the Enterprise, the sale of all products, food and beverages, and all other activities of the Enterprise and deposit the related cash daily into the Depository Account at least once during each 24-hour period. All money received by the Enterprise on each day that it is open must be counted at the close of operations for that day or at least once during each 24-hour period. MPM agrees to obtain a bonded transportation service to effect the safe transportation of the daily receipts to MBPI, which expenses shall constitute an Operating Expense.

4.17.3 Disbursement Account . MPM shall establish for the benefit of MBPI in the Authority’s name a Disbursement Account. MPM shall, consistent with and pursuant to the approved annual Operating Budget and Annual Plan, have responsibility and authority for making all payments for Operating Expenses, debt service, management fees, and disbursements to MBPI from the Disbursement Account. All actions of MPM under this section shall be consistent with the terms of the Bank Loan Documents.

4.17.4 No Cash Disbursements . MPM shall not make any cash disbursements from the Enterprise Bank Accounts. MPM and the Tribe shall comply with all disbursement policies set forth in the Bank Loan Agreement.

4.17.5 Transfers Between Accounts . Subject to the Bank Loan Documents, MPM has the authority to transfer funds from and between the Enterprise Bank Accounts to the Disbursement Account in order to pay Operating Expenses and to pay debt service pursuant to the Bank Loan Documents, to invest funds in accordance with the Enterprise Investment Policy and to pay the Management Fees payable to MPM

pursuant to this Agreement. Notwithstanding any other right or obligation of MPM, the Tribe or the Authority with respect to the application of revenues, it is acknowledged that upon the occurrence of an Event of Default under the Bank Loan Agreement, the Lender can exercise its rights under the Account Control Agreement.

4.18 Insurance . MPM, on behalf of MBPI, shall have the responsibility to arrange for, obtain and maintain, or cause its agents to maintain, with responsible insurance carriers licensed to do business in the State of Michigan, insurance satisfactory to MPM and the Business Board covering the Facility and the operations of the Enterprise, naming MBPI the Enterprise, MPM, and MPM’s Affiliates as insured parties.

4.19 Accounting and Books of Account .

4.19.1 Statements . MPM shall prepare and provide to the Tribal Council and the TGC on a daily flash reports, monthly, quarterly, and annual basis, Operating Statements. The Operating Statements shall comply with all Legal Requirements and shall include an income statement of cash flows, and balance sheet for the Enterprise. Such statements shall include Operating Budget and Annual Plan and Capital Budget projections as comparative statements, and which, after the first full year of operation, will include comparative statements from the comparable period for the prior year of all revenues, and all other amounts collected and received, all deductions and disbursements made therefrom in connection with the Enterprise.

4.19.2 Books of Account . MPM shall maintain full and accurate Books of Account at an office in the Facility and at such other location as may be determined by MBPI. MBPI shall have immediate access to the daily operations of the Enterprise including books and records and shall have the unlimited right to inspect, examine, and copy all such books and supporting business records. Such rights may be exercised through the MBPI Gaming Commission or through an agent, employee, attorney, or independent accountant acting on behalf of the Tribal Council or the MBPI Gaming Commission.

4.19.3 Accounting Standards . MPM shall maintain the books and records reflecting the operations of the Enterprise in accordance with the accounting practices of MBPI, in conformity with GAAP, consistently applied and shall adopt and follow the fiscal accounting periods utilized by MBPI, in its normal course of business ( i.e. , monthly, quarterly and yearly, prepared in accordance with the Enterprise Fiscal Year). The accounting systems and procedures shall comply with Legal Requirements and, at a minimum:

(i) include an adequate system of internal accounting controls;

(ii) permit the preparation of financial statements in accordance with GAAP;

(iii) be susceptible to audit;

(iv) allow the Enterprise, MBPI, and the NIGC to calculate the annual fee pursuant to 25 C.F.R. § 514.1;

(v) permit the calculation and payment of the Management Fee described in Section 6; and

(vi) provide for the allocation of operating expenses or overhead expenses among MBPI, the Enterprise and any other user of shared facilities and services.

4.19.4 Annual Audit . An independent certified public accounting firm with demonstrated experience and expertise in the gaming industry selected by the MBPI Regulatory Authority and the Tribal Council shall perform an annual audit of the books and records of the Enterprise and of all contracts for supplies, services or concessions reflecting Operating Expenses. The MBPI Gaming Commission, the Tribal Council, the BIA and the NIGC shall also have the right to perform special audits of the Enterprise on any aspect of the Enterprise at any time without restriction. The costs incurred for such audits shall constitute an Operating Expense. Such audits shall be provided by MBPI to all applicable federal and state agencies, as required by law, and may be used by MPM for reporting purposes under federal and state securities laws, if required. The independent certified accounting firm selected pursuant to this selection must be at least a regionally recognized accounting firm.

4.20 Retail Shops and Concessions . With respect to the operation of the shops and concessions located within the Facility, the Business Board shall approve in advance, in writing, the specific type or types of shops or concessions proposed by MPM to be authorized for inclusion in the Facility.

4.21 Advertising . MPM shall be responsible for setting any advertising budget and placing advertising as provided in the Annual Plan and Operating Budget approved pursuant to Section 4.9.

5. Liens. Subject to the exceptions hereinafter stated in Section 5.1, MBPI officially warrants and represents to MPM, that during the Term, neither MBPI nor the Authority shall act in any way whatsoever, either directly or indirectly, to cause any person or entity to become an encumbrancer or lienholder of any Facility asset other than the Lender(s) (for the avoidance of doubt, including any secured party under the Bank Loan Documents), or to allow any person or entity to obtain any interest in this Agreement without the prior written consent of MPM, and, where applicable, consent from the United States. MPM specifically warrants and represents to MBPI, that during the Term, MPM shall not act in any way, directly or indirectly, to cause any

person or entity to become an encumbrancer or lienholder of any Facility asset other than the secured parties under the Bank Loan Documents, or to obtain any interest in this Agreement without prior consent of MBPI and, where applicable, the United States. MBPI and MPM shall keep the Facility free and clear of all enforceable mechanics’ and other enforceable liens resulting from the construction of the Facility and all other enforceable liens which may attach to any Facility asset, which shall at all times remain the property of the United States in trust for MBPI. If any such lien is claimed or filed, it shall be the duty of MBPI to discharge or take the legal action to contest the claim or the lien within thirty (30) days after having been given written notice of such claim either by payment to the claimant or by the posting of a bond and the payment into the court of the amount necessary to relieve and discharge or discharge the Facility asset from such claim, or in any other manner which will result in the discharge or stay of such claim, and MPM is authorized to act on behalf of MBPI to discharge any liens if MBPI fails to take appropriate action towards that goal within that thirty (30) day period.

5.1 Exceptions . MBPI and the Authority shall have the right to grant security interests in Enterprise revenues subordinated to all loans made by MPM to MBPI, to the extent permitted by the Bank Loan Documents, all of which as shall be permissible pursuant to the Bank Loan Agreement, but only if such security interests are granted to secure loans made to or for the benefit of the Facility, and MPM has been offered a prior opportunity to make such loans on similar financial terms.

6. Management Fee, Reimbursements, Disbursements, and Other Payments by MPM.

6.1 Management Fee . Subject to the provisions of Section 6.4 of this Agreement and the provisions of the Bank Loan Documents, on or before the twenty-first (21st) day of each month after the first calendar month of operation, MPM is authorized by MBPI to pay itself from the Enterprise MBPI Account(s) a fee equal to thirty percent (30%) of Net Revenues (the “Management Fee”) for the prior calendar month. Any remaining Management Fee due to MPM at the expiration of the Term shall be paid to MPM by MBPI within twenty-one (21) days after the expiration of the Term as permitted by the Bank Loan Documents. In no event shall the total fees and compensation received by MPM pursuant to this Agreement, excluding Permitted Reimbursements, exceed, in the aggregate, thirty percent (30%) of the Net Revenues per annum (the “Cap”); it being acknowledge that all non-Gaming fees and compensation, including, but not limited to, payments made to MPM for advances (including, without limitation, interest on such advances so long as the applicable interest rate is less than or equal to MPM’s weighted average cost of capital), are not included in or subject to the Cap. Accordingly, no Management Fee shall be paid to MPM in any month until MPM has delivered to MBPI financial statements with respect to such month which financial statements will be prepared in accordance with the books of account and other financial records of the Enterprise, and will present fairly the financial condition of the Enterprise as of the end date of such month, and all such payments with respect to such month shall be limited to 30% of Net Revenues as shown on such financial statements. To the extent permitted by the Bank Loan Documents, at the end of each fiscal year, after MBPI has received audited financial statements with respect to the prior year, MBPI shall pay to MPM or MPM shall pay to MBPI an amount such that the Management Fee paid to MPM with respect to such year equals 30% of the Net Revenues for such year as shown on the audited financial statements. For purposes of this Section 6.1, “Permitted Reimbursements” shall include reimbursements made to MPM or its Affiliates for costs incurred by MPM or its Affiliates for

services provided pursuant to Sections 4.2.4, 4.6.3, 4.6.5, 4.6.9 and 8.13, subject to the requirements set forth in such Sections.

6.2 Disbursements . As and when received by MPM, Gross Revenues shall be deposited in the Depository Account created pursuant to Section 4.17.2 of this Agreement, and then shall be disbursed, subject to Section 6.4 and the terms of the Bank Loan Documents, by MPM on a monthly basis, for and on behalf of MBPI. Funds from the Enterprise Bank Account(s) shall be used to pay, to the extent available and subject to Section 6.4 and the terms of the Bank Loan Documents, Operating Expenses and required deposits into the Capital Replacement Reserve for Capital Replacements. Subject to the Bank Loan Documents, MPM will reserve funds in the Enterprise in amounts equal to the Minimum Balance, and MPM may increase the Minimum Balance, in MPM’s sole discretion, at anytime to reflect unanticipated operating capital needs revealed by actual Enterprise operations. Additionally, MPM may, but is not required to, advance any monies needed to cover any operating capital shortfall and shall be allowed to be reimbursed same in accordance with Section 8.12. Notwithstanding any other right or obligation of MPM, the Tribe or the Authority with respect to the application of revenues, it is acknowledged that upon the occurrence of an Event of Default under the Bank Loan Agreement, the Lender can exercise its rights under the Account Control Agreement.

6.3 Adjustment to Bank Account . After the disbursements pursuant to Section 6.2, and establishment of any additional reserves for future disbursements as MPM deems necessary and as are approved by the Business Board, taking into account anticipated cash flow and Operating Costs of the Enterprise, any excess funds remaining in the Enterprise Bank Account(s) over the Minimum Balance, the Capital Replacement Reserve, and such additional reserves approved by the Business Board, shall be disbursed monthly in accordance with Section 6.4 and not in contravention of the Bank Loan Documents. Notwithstanding any other right or obligation of MPM, the Tribe or the Authority with respect to the application of revenues, it is acknowledged that upon the occurrence of an Event of Default under the Bank Loan Agreement, the Lender can exercise its rights under the Account Control Agreement.

6.4 Payment of Fees and MBPI Disbursement . Within twenty-one (21) days after the end of each calendar month of operations, MPM shall calculate Gross Revenues, Operating Expenses and Net Revenues of the Enterprise for the previous month’s operations and the year’s operations to date. Such Net Revenues shall be disbursed by MPM from the Enterprise Bank Account(s) to the extent available to pay the scheduled items to the extent due and payable and earned in the following order of priority.

(i) Minimum Guaranteed Monthly Payment;

(ii) current principal and any other payments due in respect of the Bank Loan Documents (and if payments are due quarterly, a reserve equal to one third of the scheduled quarterly payment shall be deposited in a designated Enterprise Bank Account for such payment and may be invested in accordance with the Enterprise Investment Policies and subject to the Bank Loan Agreement pending payment);

(iii) reimbursement of all amounts advanced by or owed to MPM;

(iv) Management Fees for the current period or any prior period; and

(v) Capital Replacement Reserve contributions as described in Section 4.13.

Notwithstanding the foregoing, no payments shall be made to MPM in contravention of the Bank Loan Documents. Subject to the Bank Loan Documents, all remaining Net Revenues shall be distributed to MBPI at the same time (“Monthly Distribution Payment”) the Management Fee is paid. MBPI and MPM agree that they will disburse all Net Revenues and pay all Operating Expenses in accordance with the terms of this Section 6.4.

6.5 Payment of Net Revenues . The Net Revenues paid to MBPI pursuant to this Section 6.5 shall be payable to an MBPI bank account specified by the Tribal Council in a notice to MPM pursuant to Section 8.2.

6.6 Limit on Recovery of Development and Construction Costs .. The Parties agree that the maximum recoupable development and construction costs payable to MPM (or its Affiliates) and Lender(s) by the Tribe or the Authority for development and construction costs (exclusive of interest) pursuant to this Agreement, the Development Agreement, the Make-Well Agreement, the Completion Guaranty, the Bank Loan Agreement and any other agreements that relate to development and construction costs shall under no circumstances exceed the principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00); provided , however , that this maximum amount shall not limit the Tribe’s or the Authority’s obligation to pay MPM all Management Fees and reimbursements under Sections 4.6.3, 4.6.5 and 8.13.

7. Taxes.

7.1 State and Local Taxes . If the State or any local government attempts to impose any tax including any possessory interest tax upon any party to this Agreement or upon the Enterprise, the Facility or the Property, the Business Board with the prior written permission of the Tribal Council and using the services of an attorney approved by the Tribal Council may, in the name of the appropriate party or parties in interest may, upon unanimous vote, contest such attempt through legal action; provided, however, that MPM may elect not contest such taxes, and, as a result, will not be required to share in the cost of any legal action. The costs of such action and the compensation of legal counsel shall be an Operating Expense of the Enterprise. This Section shall in no manner be construed to imply that any party to this Agreement or the Enterprise is liable for any such tax.

7.2 MBPI Taxes . MBPI agrees that neither it nor any agent, agency, affiliate or representative of MBPI will impose any taxes, fees, assessments, or other charges of any nature whatsoever on payment of any debt service to MPM or any of its Affiliates, any Lender, including, without limitation, the financial institution under the Bank Loan Agreement, or on the Enterprise, the Facility, the revenues therefrom or on the Management Fee as described in Section 6.1 of this Agreement; provided however, MBPI may assess license fees reflecting reasonable regulatory costs incurred by the MBPI Regulatory Authority. MBPI further agrees that neither it nor any agent, agency, Affiliate or representative of MBPI will impose any taxes, fees, assessments or other charges of any nature whatsoever on the salaries or benefits or dividends paid to, any of MPM’s stockholders, officers, members, or employees, any of the

employees of the Enterprise, or any provider of goods, materials, or services to the Enterprise, other than with respect to any such provider of goods, materials, or services to the Enterprise. MBPI may, however, assess license fees reflecting reasonable regulatory costs incurred by the TGC. MPM retains the right, subject to Section 10.5 of this Agreement, to terminate this Agreement and all accompanying agreements if it reasonably determines that any statute, law, ordinance or regulation of MBPI renders operation of the Enterprise non-competitive. Notwithstanding this or any other Section of this Agreement, while an arbitrator may determine damages with respect to this or any other Section of this Agreement, the arbitrator may not reverse a Governmental Action.

7.2.1 Termination by MPM . Should Manager terminate the Agreement or the Development Agreement pursuant to this Section, MPM shall retain the right to repayment of: (a) money lent to MBPI by MPM or MPM’s Affiliates; (b) reimbursement of any monies which may become due and payable under the terms of the Security and Reimbursement Agreement; and (c) payments due under Section 6.1. Except as otherwise provided herein, if any taxes, fees or assessments are levied by MBPI, such taxes, fees and assessments shall constitute Operating Expenses of the Enterprise.

7.3 Compliance with Internal Revenue Code . MPM shall comply with all applicable provisions of the Internal Revenue Code.

8. General Provisions.

8.1 Situs of the Contracts . This Agreement, as well as all contracts entered into between MBPI and any person or any entity providing services to the Enterprise shall be deemed entered into in Michigan and shall be subject to all Legal Requirements of MBPI and federal law as well as approval by the Secretary of the Interior where required by 25 U. S.C. § 81 or by the Chairman of the NIGC where required by the IGRA.

8.2 Notice . Any notice required to be given pursuant to this Agreement shall be delivered to the appropriate party by Federal Express or by Certified Mail Return Receipt Requested, addressed as follows:

If to MBPI or
the Authority:	Chairperson
	Match-E-Be-Nash-She-Wish Band of Pottawatomi
	Indians of Michigan
	1743 142nd Ave
	P.O. Box 218
	Dorr, MI 49323

Copies to:	Gun Lake Tribal Attorney
	Match-E-Be-Nash-She-Wish Band of Pottawatomi
	Indians of Michigan

	1743 142nd Ave
	Dorr, MI 49323

If to MPM:	MPM Enterprises, L.L.C.
	c/o Joseph J. Shannon, Esq.
	Bodman, Longley & Dahling, LLP
	100 Renaissance Center, 34 th Floor
	Detroit, Michigan 48243

Copies to:	Kevin Wadzinski, Esq.
	Drinker Biddle & Reath, LLP.
	1301 K Street, N.W.
	Suite 900 East
	Washington, D.C. 20005-3317

	and

	Scott M Nielson, Esq.
	SC Michigan, LLC
	c/o Station Casinos LLC
	1505 S. Pavilion Center Drive
	Las Vegas, Nevada 89135

or to such different address(es) as MPM, MBPI or the Authority may specify in writing using the notice procedure called for in this Section 8.2. Any such notice shall be deemed given two (2) days following deposit in the United States Mail or upon actual delivery, whichever first occurs. The Parties also designate the persons above named as agents for receipt of service of process.

8.3 Authority to Execute and Perform Agreement . Each of the Authority, MBPI and MPM represent and warrant to each other that they each have full power and authority to execute this Agreement and to be bound by and perform the terms hereof on request; each Party shall furnish the other evidence of such authority.

8.4 Relationship . MPM, on the one hand, and MBPI and the Authority, on the other hand, shall not be construed as joint venturers or partners of each other by reason of this Agreement and neither shall have the power to bind or obligate the other except as set forth in this Agreement.

8.5 MPM’s Contractual Authority . Except as provided in the following sentence and Section 4.2.4, MPM is authorized to make, enter into and perform in the name of and for the account of the Authority, such contracts deemed necessary by MPM to perform its obligations under this Agreement, provided such contracts comply with the terms and conditions of this Agreement and do not obligate the Enterprise to pay sums not approved in the Operating Budget and Annual Plan or the Capital Budget. Notwithstanding the foregoing, MPM is not authorized to perform or act on behalf of MBPI with respect to MBPI’s obligations under this Agreement, or the Compact, or any other agreements involving Governmental Action.

8.6 Further Actions . Each of the Authority, MBPI and MPM agree to execute all contracts, agreements and documents and to take all actions necessary to comply with the provisions of this Agreement and the intent hereof.

8.7 Defense . Except for disputes between MBPI or the Authority and MPM and claims relating to MBPI’s status as a Tribe, MPM shall bring and/or defend and/or settle any claim or legal action brought against MPM, the Enterprise or MBPI individually, jointly or severally, or any Enterprise Employee, in connection with the operation of the Enterprise. Subject to MBPI’s approval of legal counsel, MPM shall retain and supervise legal counsel, accountants and such other professionals, consultants and specialists as MPM deems appropriate to defend any such claim or cause of action provided that the Tribal Council retains the right to suspend any such negotiations if it reasonably concludes, based on the advice of its legal counsel, that such negotiations or settlements endanger the legal rights and long term welfare of MBPI or the Authority. All liabilities, costs and expenses, including reasonable attorney’s fees and disbursements incurred in defending and/or settling any such claim or legal action, which are not covered by insurance shall be an Operating Expense. Nothing contained herein is a grant to MPM of the right to waive MBPI’s or the Enterprise’s sovereign immunity. That right is strictly reserved to MBPI and the Authority. Any settlement of a third party claim or cause of action shall require approval of the Tribal Council.

8.8 Waivers . No failure or delay by any Party to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement, or to exercise any right or remedy consequent upon the breach thereof shall constitute a waiver of any such breach or any subsequent agreement, term, or condition of this Agreement and no breach thereof shall be waived, altered or modified except by written instrument. No waiver of any breach shall affect or alter this Agreement but each and every covenant, agreement, term, aid or condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

8.9 Captions . The captions for each Section are intended for convenience only. All Section references are to this Agreement unless otherwise indicated.

8.10 Severability . If any of the terms and provisions hereof shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any of the other terms or provisions hereof. If, however, any material part of a party’s rights under this Agreement shall be declared invalid or unenforceable (specifically, including MPM’s right to receive its Management Fees subject only to the terms of the Bank Loan Documents), the party whose rights have been declared invalid or unenforceable shall have the option to terminate this Agreement upon thirty (30) days written notice to the other party without liability on the part of the terminating party. A termination pursuant to this Section shall be subject to the terms and conditions of Section 10.4(i) through (v).

8.11 Interest . Except as otherwise provided in the Development Agreement, any amount advanced by MPM or MBPI related to the operation of the Enterprise, other than any Minimum Guaranteed Monthly Payments, shall accrue interest at a rate mutually agreed upon by the Tribe or the Authority and MPM at the time such advances, if any, are made, and such advances shall be treated according to GAAP.

8.12 Recoupment and Reimbursement . The performance by MPM of its responsibilities under this Agreement is conditioned upon the Enterprise generating sufficient funds on a timely basis to enable MPM to perform its obligations hereunder. MPM shall, according to the terms of this Agreement, or at its option if not so required, advance funds or contribute property on behalf of MBPI to satisfy obligations of MBPI in connection with the Facility and this Agreement. MPM shall keep appropriate records to document all reimbursable expenses paid by MPM, which records shall be made available for inspection by MBPI or its agents upon request and MPM shall send written notice of the same to the Tribal Council within 72 hours of such request. Subject to the Bank Loan Documents and pursuant to Section 6.4 of this Agreement, MBPI shall reimburse MPM, with interest, from future Net Revenues for money paid or property contributed by MPM to said obligations of MBPI in connection with the Enterprise and this Agreement. Interest shall be calculated at the rate set forth in Section 8.11 from the date MBPI was obligated to remit the funds or contribute the property for the satisfaction of such obligation to the date reimbursement is made. MPM’s sole source of such Reimbursement shall be from undistributed and future Net Revenues.

8.13 Travel and Out-of-Pocket Expenses . Subject to the Operating Budget and Annual Plan and to the extent approved by the Business Board, MPM, MPM Employees and Enterprise Employees shall be reimbursed for all travel and out-of-pocket expenses reasonably incurred in the performance of this Agreement, and such reimbursements shall be an Operating Expense; provided, however, MPM shall be reimbursed only for actual costs incurred and shall receive no additional compensation for such costs. MPM, MPM Employees and Enterprise Employees shall be reimbursed for all travel and out-of-pocket expenses incurred for duties performed outside the scope of this Agreement but at the request of the Business Board, and such reimbursements shall not be an Operating Expense.

8.14 Third Party Beneficiary . This Agreement is exclusively for the benefit of the Parties hereto and it may not be enforced by any party other than the Parties to this Agreement and shall not give rise to liability to any third party other than the authorized successors and assigns of the Parties hereto as such are authorized by this Agreement.

8.15 Brokerage . Each Party represents and warrants to each other that it has not sought the services of a broker, finder or agent in this transaction, and neither has employed, nor authorized, any other person to act in such capacity. Each Party hereby agrees to indemnify and hold the other harmless from all claims, loss, liability, damage or expenses (including reasonable attorneys’ fees) suffered or incurred by the other party as a result of a claim brought by a person or entity engaged or claiming to be engaged as a finder, broker or agent by the indemnifying party.

8.16 Survival of Covenants . Any covenant, term or provision of this Agreement which, in order to be effective must survive the termination of this Agreement, shall survive any such termination.

8.17 Estoppel Certificate . Each Party agrees to furnish to the other party, from time to time upon request, an estoppel certificate in such reasonable form as the requesting party may request stating whether there have been any defaults under this Agreement known to the party

furnishing the estoppel certificate and such other information relating to the Enterprise as may be reasonably requested.

8.18 Periods of Time . Whenever any determination is to be made or action is to be taken on a date specified in this Agreement if such date shall fall on a Saturday, Sunday or legal holiday under the laws of MBPI or the State, then in such event said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

8.19 Exhibits . All exhibits attached here are incorporated herein by reference and made a part hereof as if fully rewritten or reproduced herein.

8.20 Successors, Assigns and Subcontracting . The benefits and obligations of this Agreement shall inure to and be binding upon the Parties hereto and their respective successors and assigns. MBPI’s or the Authority’s prior written consent shall be required for MPM to assign any of its rights hereunder, and, if necessary, approval is received by the Secretary and/or the Interior or the Chairman of the NIGC and any such assignee agrees to be bound by the terms and conditions of this Agreement. MBPI shall, without the consent of MPM, but subject to approval by the Secretary of the Interior or the Chairman of the NIGC or his authorized representative, if required, have the right to assign this Agreement and the assets of the Enterprise to an instrumentality of MBPI, including the Authority, or to a corporation wholly owned by MBPI organized to conduct the business of the Enterprise for MBPI that assumes all obligations herein. Any assignment by MBPI shall not prejudice the rights of MPM under this Agreement. No assignment authorized hereunder shall be effective until all necessary governmental approvals have been obtained. Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned or its gaming obligations subcontracted by MPM, without the approval of the Chairman of the NIGC or his authorized representative after a complete background investigation of the proposed assignee.

8.21 Time is of the Essence . Time is of the essence in the performance of this Agreement.

8.22 Patron Dispute Resolution . MPM shall resolve all patron disputes concerning the parties in a manner which is consistent with the patron dispute policy approved by the MBPI Gaming Commission which shall at all times be consistent with the MBPI Gaming Ordinance.

8.23 Modification . Any change to or modification of this Agreement must be in writing signed by each Party hereto and shall be effective only upon approval by the Chairman of the NIGC or his authorized representative, the date of signature of the Parties notwithstanding.

8.24 Exclusivity Regarding Facility . During the Term, neither MBPI nor MPM nor any of their respective Affiliates shall, directly or indirectly, develop or operate any gaming facilities within a one hundred (100) mile radius of the Facility (excluding any portion of such area that is located outside of the State of Michigan) without the prior written consent of the other party. Also during the Term, neither MPM nor any of its Affiliates shall own, manage or operate the Blue Chip Casino & Hotel currently owned by Boyd Gaming Corporation (“Boyd”) and located in Michigan City, Indiana; provided, however, that a merger between Station

Casinos LLC and Boyd or an acquisition by Station Casinos LLC of substantially all of the stock and assets of Boyd shall not constitute a violation of this Section 8.24.

9. Warranties.

9.1 Non-interference in MBPI Affairs . MPM agrees not to interfere in or attempt to wrongfully influence the internal affairs or government decisions of MBPI government by offering cash incentives, by making written or oral threats to the personal or financial status of any person, or by any other action, except for actions in the normal course of business of MPM that relate to the Enterprise. For the purposes of this Section 9.1, if any such undue interference in MBPI affairs is alleged by the federally recognized tribal government in writing and an arbitrator pursuant to Section 16 or the BIA finds that MPM has unduly interfered with the internal affairs of MBPI government and has not taken sufficient action to cure and prevent such interference, that finding of interference shall be grounds for termination of the Agreement. MPM shall be entitled to immediate written notice and a complete copy of any such complaint made with the BIA.

9.2 Prohibition of Payments to Members of MBPI Government . MPM represents and warrants that no payments have been or will be made by MPM or MPM’s Affiliates to any Member of MBPI Government, any MBPI official, or any relative of a member of MBPI government or MBPI official, or any MBPI government employee or any MBPI agent for the purpose of obtaining any special privilege, gain advantage or consideration.

9.3 Prohibition of Hiring Members of MBPI Government . No Member of MBPI Government, MBPI official, relative of a Member of MBPI Government or MBPI official or employee of MBPI government may be Employees at the Enterprise without a written waiver of this Section 9.3 by MBPI. For this purpose, MBPI will identify all such persons to MPM in writing and take reasonable steps to keep the list current. MPM shall not be in violation of this Section for hiring any person who is not on such list.

9.4 Prohibition of Financial Interest in Enterprise . No Member of MBPI Government or relative of a member of MBPI government shall have a direct or indirect financial interest in the Enterprise greater than the interest of any other member of MBPI. No Member of MBPI Government shall have a direct or indirect financial interest in this Agreement or in MPM; provided, however, nothing in this subsection shall restrict the ability of a MBPI member other than a Member of MBPI Government to purchase or hold stock in MPM, or MPM’s Affiliates where (i) such stock is publicly held, and (ii) MBPI member acquires less than 5% of the outstanding stock in the corporation, provided that if a MBPI member shall acquire more than 5% such person shall comply with all applicable law.

9.5 Definitions . As used in this Section 9, “Member of MBPI Government” means any member of the Tribal Council, the TGC or any independent board or body created to oversee any aspect of Gaming and any MBPI court official; “Relative” means an individual residing in the same household who is related as a spouse, father, mother, son or daughter.

10. Ground for Termination.

10.1 Voluntary Termination and Termination for Cause . This Agreement may be terminated pursuant to the provisions of Sections 4.4.4, 7.2, 9.1, 10.2, 10.3, 10.4, and 10.5.

10.2 Voluntary Termination . This Agreement may be terminated upon the mutual written consent and approval of the Parties.

10.3 Termination for Cause . Either party may terminate this Agreement if the other party commits, or allows to be committed, any Material Breach of this Agreement. A “Material Breach” of this Agreement means a failure of either party to perform any material duty or obligation on its part for any thirty (30) consecutive days after notice. Any action taken or the adoption of any statute or ordinance that taxes, materially prejudices or materially adversely affects or imposes additional costs or burdens on MPM’s rights or duties under this Agreement shall be a Material Breach of this Agreement. Neither party may terminate this Agreement on the grounds of Material Breach unless it has provided written notice to the other party of its intention to declare a default and terminate this Agreement and the defaulting party thereafter fails to cure or take steps to substantially cure the default within thirty (30) days following receipt of such notice. During the period specified in the notice to terminate, either party may submit the matter to arbitration under the dispute resolution provisions of this Agreement at Section 16. The discontinuance or correction of a Material Breach shall constitute a cure thereof. MBPI may also terminate this Agreement immediately where MPM has had its license issued by TGC withdrawn because MPM, or a member or officer of MPM, has been convicted of a criminal felony or misdemeanor offense in the performance of MPM duties hereunder provided; however, MBPI may not terminate this Agreement based on a member or officer’s conviction where MPM terminates such individual within ten (10) days after receiving notice of the conviction. In the event of any termination for cause, regardless of fault, the Parties shall retain all money previously paid to them pursuant to Section 6 of this Agreement; and the Authority shall retain title to all Enterprise facility fixtures improvements supplies, equipment, funds and accounts, subject to the right of MPM to any accrued and unpaid Net Revenues due under Section 6 of this Agreement. MPM shall continue to have the right to repayment of advances made by MPM and interest thereon as contemplated by Section 8.12 and any other agreements entered into pursuant hereto. An election to pursue damages or to pursue specific performance of this Agreement or other equitable remedies while this Agreement remains in effect pursuant to the provisions of Sections 10.7 or 10.8 shall not preclude the injured party from providing notice of termination pursuant to this Section 10.3. Termination is not an exclusive remedy for claims of a Material Breach, and the Parties shall be entitled to other rights and remedies as may be available pursuant to the terms of this Agreement or applicable law.

10.4 Involuntary Termination Due to Changes in Legal Requirements . It is the understanding and intention of the parties that the establishment and operation of the Enterprise shall conform to, and comply with all Legal Requirements. If during the Term of this Agreement, the Enterprise or any material aspect of Gaming is determined by the Congress of the United States, the Department of the Interior of the United States of America or the NIGC or the final judgment of a court of competent jurisdiction to be unlawful under federal law, MBPI and MPM shall use their respective good faith best efforts to amend this Agreement in a mutually satisfactory manner which will comply with the change in applicable laws and not

materially change the rights, duties and obligations of the parties hereunder. In the event such amendment can not be legally effected following exhaustion of all such good faith best efforts (including the lapse of all legal proceedings and appeal periods without favorable results), the obligations of the Parties hereto shall cease, and this Agreement shall be of no further force and effect provided that:

(i) MPM shall have the rights described in Section 4.4 of this Agreement;

(ii) each Party shall retain all money previously paid to them pursuant to Section 6 of this Agreement;

(iii) funds of the Enterprise in any Enterprise account shall be paid and distributed in Section 6 of this Agreement;

(iv) any money loaned to the Enterprise by MBPI shall be repaid in accordance with the terms of this Agreement or the Bank Loan Documents entered into when the advance was made; and

(v) MBPI or the Authority shall retain its interest in the title (and any lease) to all Enterprise assets, including all fixtures, supplies and equipment, subject to the rights of MPM under the Security and Reimbursement Agreement and subject to any requirements of financing arrangements.

Except to the extent required by the Bank Loan Documents, nothing in this Section 10.4 shall impair the rights of MPM (a) to fees, repayment or payments of all amounts otherwise due to MPM under this Agreement, including but not limited to the Management Fee, and unpaid principal and interest on all monies loaned to MPI whether pursuant to this Agreement or otherwise as if this Agreement had not been terminated, and (b) to retain all fees previously paid to MPM by MBPI.

10.5 MPM’s Right to Terminate Agreement . MPM may terminate this Agreement by written notice effective upon receipt if:

(i) Any MBPI, State or Federal authority where approval is required fails to approve this Agreement or otherwise objects to the performance by MPM of any obligation imposed on it under this Agreement.

(ii) MPM has been notified by any regulatory agency that the performance by it of any obligation imposed by this Agreement will jeopardize the retention of any license, or approvals granted thereunder held by MPM or any of its Affiliates in other jurisdictions, and MBPI refuses to allow MPM to immediately rectify any such complaint.

(iii) MPM has reason to believe that the performance by it, MBPI or the Authority of any obligation imposed under this Agreement may reasonably be expected to result in the breach of any Legal Requirement and the parties have been unable to agree upon waiver of such performance with ten (10) days written notice by MPM.

(iv) Through its own actions, MBPI or the Authority fails to make any payment to MPM when due within the time specified in this Agreement and a grace period of ten (10) days following written notice.

10.6 MBPI’s Right to Terminate Agreement . MBPI or the Authority may terminate this Agreement by written notice effective upon receipt if:

(i) Any Federal or State authority, where approval is required, fails to approve this Agreement or otherwise objects to the performance by MPM of any obligation imposed on it under this Agreement and MPM has not cured the circumstances giving rise to the failure to approve the objection with one hundred twenty (120) days.

(ii) MBPI or the Authority has reason to believe that the performance by it or MPM of any obligation imposed under this Agreement may reasonably be expected to result in the breach of any Legal Requirement and the parties have been unable to agree upon waiver of such performance within ten (10) days of written notice given by MBPI and the Authority.

(iii) MPM fails to make any payment to MBPI or the Authority when due, including but not limited to any Monthly Distribution Payment or any Minimum Guaranteed Monthly Payment to MBPI within the time specified in this Agreement and a grace period of ten (10) days.

(iv) The Commencement Date has not occurred within thirty-six months after the Effective Date.

(v) MPM reasonably concludes that the Gaming Facility is not commercially feasible.

10.7 Consequences of MPM’s Breach . In the event of the termination of this Agreement by MBPI for cause under Section 10.3, MPM shall not prospectively from the date of termination, except as provided in Section 10.3, have the right to its Management Fee from the Enterprise, but such termination shall not affect MPM’s right relating to recoupment and reimbursement of monies owed to MPM and/or MPM’s Affiliates under this Agreement, the Loan Agreement, the Note or any other agreements entered pursuant hereto. Any Net Revenues accruing through the date of termination shall be distributed in accordance with Section 6 of this Agreement. MPM specifically acknowledges and agrees that there may be irreparable harm, to MBPI and that damages will be difficult to determine if the MPM commits a Material Breach and the MPM therefore further acknowledges that an injunction and/or other equitable relief may be an appropriate remedy for any such breach.

10.8 Consequences of MBPI’s Breach . In the event of termination of this Agreement by MPM for cause under Section 10.3, MPM shall not be required to perform any further services under this Agreement and MBPI shall indemnify and hold MPM harmless against all liabilities of any nature whatsoever relating to the Enterprise, but only insofar as these liabilities result from acts within the control of MBPI or its agents or created by the termination of this Agreement. The Parties acknowledge and agree that termination of this Agreement may not be a

sufficient or appropriate remedy for breach by MBPI or the Authority, and further agree that pursuant to the other provision of this Agreement as are provided in Section 16 of this Agreement, MPM shall, upon breach of this Agreement by MBPI or the Authority, have the right to pursue such remedies, including, without limitation, specifically actions to require payment of the Management Fee pursuant to Section 6 for a term equal to the then remaining term of this Agreement at the percentage of Net Revenues specified in Section 6. Each of MBPI and the Authority specifically acknowledges and agrees that there may be irreparable harm to MPM and that damages will be difficult to determine if MBPI commits a material breach, and each of the Authority and MBPI therefore further acknowledges that an injunction and/or other equitable relief may be an appropriate remedy for any such breach. In any event, MPM shall have the right to its Management Fee accruing through the date of termination as provided in Section 6 of this Agreement, and to the repayment of unpaid principal and interest and other amounts due under any loans to MBPI or the Authority.

10.9 Notice and Opportunity to Cure . Except where MBPI’s Gaming Ordinance or MBPI’s Gaming Commission’s regulations provide for an emergency and immediate termination of the Manager’s license, MBPI will give MPM notice of any alleged violation of MBPI’s Gaming Ordinance by MPM and thirty (30) days opportunity to cure before the MBPI Gaming Commission may take any action based on such alleged violation.

11. Conclusion of the Management Term. Upon the conclusion or the termination of this Agreement, MPM shall have the following rights and obligations:

11.1 Transition . MPM shall take reasonable steps for the orderly transition of management of the Enterprise to MBPI or its designee pursuant to a transition plan as described in Section 17.1 of this Agreement; such transition period shall be for a reasonable period but not less than thirty (30) days.

11.2 Undistributed Net Revenues . If the Enterprise has accrued Net Revenues which have not been distributed under Section 6 of this Agreement, MPM shall receive that Management Fee equal to that Management Fee it would have received had the distribution occurred during the term of the Management Agreement.

12. Consents and Approvals.

12.1 MBPI . Where approval or consent or other action of MBPI is required, such approval shall mean the written approval of the Tribal Council evidenced by a resolution thereof, certified by a MBPI official as having been duly adopted, or, if provided by resolution of the Tribal Council, the approval of the MBPI Gaming Commission or such other person or entity designated by resolution of the Tribal Council. Any such approval, consent or action shall not be unreasonably withheld or delayed; provided that the foregoing does not apply where a specific provision of this Agreement expressly allows MBPI an absolute right to deny approval or consent or withhold action.

12.2 MPM . Where approval or consent or other action of MPM is required, such approval shall the written approval of MPM’s duly authorized member(s). Any such approval, consent or other action shall not be unreasonably withheld or delayed.

13. Disclosures.

13.1 Members . MPM warrants and represents that as of the date of this Agreement its members are those listed on Exhibit B.

13.2 Warranties . MPM further warrants and represents as follows:

(i) no person or entity has any beneficial ownership interest in MPM other than those persons and entities listed on Exhibit B (collectively, the “Current MPM Owners”); provided, however, that any change in ownership interest in MPM other than changes among the Current MPM Owners or changes resulting from a Relative of the Current MPM Owners acquiring an ownership interest in MPM, must be approved by MBPI, and such approval shall not be unreasonably withheld; and

(ii) no officer, member or owner of five percent (5%) or more of the stock of MPM has been arrested, indicted for, convicted of, or pleaded nolo contendere to any felony or any gaming offense, or had any association with individuals or entities known to be connected with organized crime; and

(iii) and no person or entity listed on Exhibit B to this Agreement, including any officers and members of MPM, has been arrested, indicted for, convicted of, or pleaded nolo contendere to any felony or any gaming offense, or had any association with individuals or entities known to be connected with organized crime.

13.3 Criminal and Credit Investigation . MPM agrees that all of its shareholders, members and officers (whether or not involved in the Enterprise) shall:

(i) consent to background investigations to be conducted by the NIGC, the State, the Federal Bureau of Investigation (the “FBI”), or any other law enforcement or gaming commission to the extent required by the IGRA and if applicable, the Compact;

(ii) be subject to Licensing requirements in accordance with MBPI law and this Agreement;

(iii) consent to a background, criminal and credit investigation to be conducted by or for the NIGC, if required;

(iv) consent to a financial and credit investigation to be conducted by a credit reporting or investigation agency at the request of MBPI;

(v) cooperate fully with such investigations; and

(vi) disclose any information requested by MBPI which would facilitate the background and financial investigation.

Any materially false or deceptive disclosures or failure to cooperate fully with such investigations by an employee of MPM or an employee of MBPI shall result in the immediate dismissal of such employee. The results of any such investigation may be disclosed by MBPI to federal officials and to such other regulatory authorities as required by law.

13.4 Disclosure Amendments . MPM agrees that whenever there is within the meaning of 25 CFR Part 502 and Part 537, et. seq.: (i) any material change in the information disclosed pursuant to this Section 13, (ii) any change in the person or entity responsible for the management contract, (iii) any change in a person who is a director of a corporation that is a party to the management contract; (iv) any change in the ten (10) persons or entities who have the greatest direct or indirect financial interest in the management contract; or (v) any change in any other person or entity with a direct or indirect financial interest in the management contract otherwise designated by the NIGC, it shall notify MBPI of such change not later than thirty (30) days following the change or within ten (10) days after it becomes aware of such change, whichever is later. In the event a material change in the information disclosed pursuant to this Section 13.4 requires MPM to submit additional background information to the NIGC, MPM shall do so in sufficient time to permit the NIGC to complete its background investigation by the time the individual is to assume management responsibility for or the management contractor is to begin managing the gaming operation, and within ten (10) days of any proposed change in financial interest. All of the warranties and agreements contained in this Section 13 shall apply to any person or entity that would be listed in this Section 13 as a result of such changes.

13.5 Breach of MPM’s Warranties and Agreements . The Material Breach of any warranty or agreement of MPM contained in this Section 13 shall be grounds for immediate termination of this Agreement, provided that (a) if a breach of the warranty contained in clause (ii) of Section 13.2 is discovered, and such breach was not disclosed by any background check conducted by the NIGC or the FBI as part of the NIGC’s or other federal approval of this Agreement, or was discovered by the FBI investigation but all officers and members of MPM sign sworn affidavits that they had no knowledge of such breach, then MPM shall have thirty (30) days after notice from MBPI to terminate the interest of the offending person or entity and, if such termination takes place, this Agreement shall remain in full force and effect; and (b) if a breach relates to a failure to update changes in financial position or additional gaming related activities, then MPM shall have thirty (30) days after notice from MBPI to cure such default prior to termination; provided, however, that if any officer or member of MPM is convicted or any criminal or fraudulent infractions, MPM shall ensure that such person is immediately removed from any management of the Enterprise or management responsibility for this Agreement.

14. [Intentionally Omitted.]

15. No Present Lien, Lease or Joint Venture. The Parties agree and expressly warrant that neither the Management Agreement nor any exhibit thereto is a mortgage or lease and, consequently, does not convey any present interest whatsoever in the Facility or the Property, nor any proprietary interest in the Enterprise itself. The parties further agree and acknowledge that it is not their intent and that this Agreement shall not be construed to create a joint venture between

MBPI and MPM rather, MPM shall be deemed to be an independent contractor for all purposes hereunder.

16. Dispute Resolution.

16.1 General . The parties agree that binding arbitration pursuant to this Section 16 shall be the sole remedy for any and all disputes, controversies and claims arising out of this Agreement and any documents or agreements referenced by any of these documents. The parties intend that such arbitration shall provide final and binding resolution of any dispute, and that action in any other forum shall be brought only if necessary to compel arbitration, or to enforce an arbitration award or order. Notwithstanding the forgoing, the arbitrator shall not have the power to compel, negate, assume, usurp or in any manner affect any Governmental Action; however, the arbitrator may award damages if the Governmental Action constitutes a breach of this Agreement.

(i) Each party agrees that it will use its best efforts to negotiate an amicable resolution of any dispute between MPM and MBPI or the Authority arising from this Agreement. If the Parties are unable to negotiate an amicable resolution of a dispute within fourteen (14) days from the date of notice of the dispute pursuant to the notice section of this Agreement, or such other period as the parties mutually agree in writing, any party may refer the matter to arbitration as provided herein.

(ii) MBPI’s or the Authority’s election to terminate this Agreement is, however, final and conclusive and not subject to dispute resolution between the Parties, but only if the NIGC makes a final, non-appealable determination that MPM is not suitable to hold a license. The parties recognize that minor revisions of contracts before the NIGC is routine, and an NIGC notice requesting revisions to this Agreement shall not be grounds for termination by MBPI unless MPM refuses to make the changes necessary to obtain NIGC approval.

16.2 Arbitration, Initiation of Arbitration and Selection of Arbitrators . Arbitration shall be initiated by written notice by one party to the other pursuant to the notice section of this Agreement, and the Commercial Arbitration Rules of the American Arbitration Association shall thereafter apply. The arbitrators shall have the power to grant equitable and injunctive relief and specific performance as provided in this Agreement. If necessary, orders to compel arbitration or enforce an arbitration award may be sought before the United States District Court for the Western District of Michigan and any federal court having appellate jurisdiction over said court. If the United States District Court for the Western District of Michigan finds that it lacks jurisdiction, MBPI consents to be sued in the Michigan State Court system. This consent to State Court jurisdiction shall only apply if MPM argues for the jurisdiction of the federal court over said matter. The arbitrators shall be selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

(i) Choice of Law. In determining any matter the Arbitrator shall apply the terms of this Agreement, without adding to, modifying or changing the

terms in any respect, and shall apply Michigan law.

(ii) Place of Hearing. All arbitration hearings shall be held at a place designated by the arbitrator in Southfield, Michigan.

(iii) Confidentiality. The parties and the arbitrator shall maintain strict confidentiality with respect to arbitration.

16.3 Limited Waiver of Sovereign Immunity . MBPI, on behalf of itself and its Affiliates (including the Authority), expressly and irrevocably waives its and their sovereign immunity (and any defense based thereon) from suit as provided for, and limited by, this Section. This waiver is limited to actions only arising out of or relating to this Agreement or the MBPI Gaming Ordinance, or any rules, actions or decisions of the Tribe, the Tribal Council or the Business Board. This waiver is further limited to MBPI’s consent to all arbitration proceedings, and actions to compel arbitration and to enforce any awards or orders issuing from such arbitration proceedings which are sought solely in United States District Courts or the federal appellate courts, provided that if the United States District Courts find that they lack jurisdiction, MBPI consents to such actions in the Michigan State Court system. MBPI hereby waives any requirement of exhaustion of tribal remedies. This consent to State Court jurisdiction shall only apply if MPM argues for the jurisdiction of the federal court over said matter. The arbitrators shall not have the power to award punitive damages.

(i) Time Period . The waiver granted herein shall commence as of the Effective Date and shall continue for one year following expiration of any rights conferred or created by this Agreement or, termination or cancellation of this Agreement, or termination of the Enterprise whichever is earlier, but shall remain effective for the duration of any arbitration, litigation or dispute resolution proceedings then pending, and all appeals to the full satisfaction of any awards or judgments which may issue from such proceedings, provided that an action to collect such judgments has been filed within one year of the date of the final judgement.

(ii) Recipient of Waiver . This limited waiver is granted only to MPM and its Affiliates and their successors and assigns, and to those individuals and entities providing financial assistance to the Enterprise and its permitted assigns and not to any other individual or entity.

(iii) Limitations of Actions . This limited waiver is specifically limited to the following actions and judicial remedies:

(a) Damages . The enforcement of an arbitrator’s award of money damages provided that the waiver does not extend beyond the assets specified in Subsection (g) of this Section. No arbitrator or court shall have any authority or jurisdiction to order execution of any assets or revenues of MBPI except as provided in this Section or to award any punitive damages against MBPI.

(b) Consents and Approvals . The enforcement of a determination by an arbitrator that MBPI’s consent or approval has been unreasonably withheld contrary to the terms of this Agreement.

(c) Injunctive Relief and Specific Performance . The enforcement of a determination by an arbitrator that prohibits MBPI from taking any action that would prevent MPM from operating the Enterprise pursuant to the terms of this Agreement, or that requires MBPI to specifically perform any obligation under this Agreement (other than an obligation to pay money which is protected by the provisions of Section 16.3(g) below.)

(d) Action to Compel Arbitration . An action to compel or enforce arbitration or arbitration awards or orders pursuant to this Section.

(e) Service of Process . In any litigation or arbitration service of process on MBPI shall be effective if made by certified mail return receipt requested to the Chairperson of MBPI at the address set forth in Section 8.2 of this Agreement.

(f) Enforcement . If enforcement of a judicial order or arbitration award becomes necessary by reason of failure of one or both parties to voluntarily comply, the Parties agree that the matter may be resolved by entry of judgment on the award and enforcement as described herein. Without in any way limiting or expanding the provisions of this Section, MBPI expressly authorizes any governmental authorities which may lawfully exercise the right and duty to take any action authorized or ordered by any court to whom its sovereign immunity is waived pursuant to this Section, including without limitation, entering the Property and Facility for the purpose of executing against any property subject to a security interest or otherwise giving effect to any judgment property entered pursuant to this Section; provided, however, that in no instances shall any enforcement of any kind whatsoever be allowed against any assets of MBPI other than the limited assets of MBPI specified in Subsection (g) below.

(g) Limitation Upon Enforcement . Damages awarded against MBPI or the Enterprise shall be satisfied solely from the distributable share of Total Net Revenues of MBPI from the Enterprise, the Net Revenues of any other Tribal business on the Property, the Net Revenues of any future gaming business of any kind which is operated by or for MBPI, whether or not operated under this Agreement and any personal property used in connection with such Enterprise; provided, however, that this limited waiver of sovereign immunity shall terminate with respect to the collection of any Net Revenues transferred from the accounts of the

Enterprise to MBPI or MBPI’s bank account in the normal course of business. In no instances shall any enforcement of any kind whatsoever be allowed against any asset of MBPI other than those specified in this subsection.

16.4 Performance During Disputes . Except where an Arbitrator or the NIGC concludes that operation by MPM would violate applicable law or endanger the integrity of gaming, it is mutually agreed that during any kind of controversy, claim disagreement or dispute, including a dispute as to the validity of this Agreement, MPM shall continue to possess the rights, duties, and obligations set forth in this Agreement, and MBPI, the Authority and MPM shall continue their performance of the provisions of this Agreement and its exhibits; provided, however, that MPM’s right of access to and presence in the Facility shall cease upon any revocation of the Manager’s gaming license, except that MPM shall have the temporary right to access the Facility and the Property for the limited purpose of recovering its books, records and personal property. MPM shall and MBPI agree that the Enterprise Bank Accounts shall not be subject to attachment or rights of deduction or set off or counterclaim by either party. MPM and MBPI and the Authority shall each be entitled to injunctive relief from a civil court or other competent authority to maintain such rights, duties, and obligations in the event of a threatened eviction during any dispute, controversy, claim or disagreement arising out of this Agreement.

17. Intent to Negotiate New Agreement. On or before thirty (30) days after the last year of this Agreement, MBPI shall give MPM notice of its intent regarding its willingness to enter into negotiations for a new management agreement to be effective upon the conclusion of this Agreement.

17.1 Transition Plan . If MBPI and MPM are unable to agree to the terms of a new agreement or if MBPI decides not to enter into negotiations for a new management agreement, then MBPI and MPM shall agree upon a transition plan within thirty (30) days notice from MBPI of its intention not to negotiate a new management agreement including a computer transition plan, which plan shall be sufficient to allow MBPI to operate the Enterprise and provide for the orderly transition of the Enterprise.

18. Entire Agreement; Amendment of Schedules and Exhibits. This Agreement, including the Schedules and Exhibits referred to herein constitute the entirety of the Agreement among the parties and supersedes all other prior agreements and understandings, written or oral, between the Parties.

19. Government Savings Clause. Each of the Parties agrees to execute, deliver and, if necessary, record any and all additional instruments certifications amendments, modifications and other documents as may be required by the United States Department of the Interior, BIA, the NIGC, the office of the Field Solicitor, or any applicable statute, rule or regulation in order to effectuate, complete, perfect, continue or preserve the respective rights, obligations, liens and interests of the parties hereto to the fullest extent permitted by law, provided, that any such additional instrument certification, amendment, modification or other document shall not materially change the respective rights, remedies or obligations of MBPI or MPM under this Agreement or any other agreement or document related hereto.

20. Preparation of Agreement. This Agreement was drafted and entered into after careful review and upon the advice of competent counsel; it shall not be construed more strongly for or against either Party.

21. Standard of Reasonableness. Unless specifically provided otherwise, all provisions of this Agreement and all Collateral Agreements shall be governed by a standard of reasonableness.

22. Execution. This Agreement may be executed in counterparts. This Agreement shall be deemed “executed” and shall be binding upon both Parties when property executed and approved by the Chairman of the NIGC.

23. Tribal Court. MBPI covenants that (i) no Party to this Agreement shall be required to commence or pursue any proceeding with respect to any dispute arising under this Agreement in such Tribal Court, (ii) such Tribal Court shall be obligated to compel arbitration among the parties to any such dispute, without review of any nature by such Tribal Court, and (iii) such Tribal Court shall be obligated to honor and enforce any award by any arbitration, without review of any nature by such Tribal Court.

24. Force Majeure. No Party shall be in default in performing any of its obligations hereunder if such failure to perform is due to causes beyond its reasonable control, including acts of God, war, fires, floods or accidents causing damage to or destruction of the Facility or property necessary to operate the Facility, or any other causes, contingencies or circumstances not subject to its reasonable control which prevent or hinder performance of this Agreement; provided, however, that the foregoing shall not excuse any obligations of MBPI to make monetary payments to MPM as and when required hereunder or in any related document or agreement.

25. Agreements as Tribal Law. MBPI shall adopt a resolution (the “MPBI Resolution”) reciting that it is the governing law of MBPI that the Management Agreement, Development Agreement and the exhibited documents attached thereto are the legal and binding obligations of MBPI which are valid and enforceable in accordance with their terms.

26. [Intentionally Omitted.]

27. Non-Impairment of Agreements. Neither MBPI nor any of its Affiliates or officials, shall, directly or indirectly, take any action (including Governmental Action), enter into any agreements, seek amendment of the Tribe’s Constitution or enact or amend any law, rule or regulation that would prejudice or have a material adverse affect on the rights of MPM under this

Agreement, Development Agreement and the exhibited documents attached thereto. Any such action or attempted action shall be void ab initio.

[ signature page to follow ]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

	MATCH-E-BE-NASH-SHE-WISH BAND OF POTTAWATOMI INDIANS OF MICHIGAN and

	GUN LAKE TRIBAL GAMING AUTHORITY


	By:	/s/ D. K Sprague
		D. K Sprague, Chairman


	MPM ENTERPRISES, L.L.C.


	By:	/s/ Scott M Nielson
		Scott M Nielson, Manager

Approved pursuant to 25 U.S.C. § 2711
Approved pursuant to 25 U.S.C. § 81

NATIONAL INDIAN GAMING COMMISSION


By:	Date:

Exhibit 10.32

AMENDED AND RESTATED GAMING MANAGEMENT

AGREEMENT

AMONG

FEDERATED INDIANS OF GRATON RANCHERIA,

A FEDERALLY RECOGNIZED INDIAN TRIBE,

GRATON ECONOMIC DEVELOPMENT AUTHORITY,

AND

SC SONOMA MANAGEMENT, LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

Dated as of July 27, 2012

Exhibit 8-2

TABLE OF CONTENTS

			Page

RECITALS			1

AGREEMENT			2

ARTICLE 1 DEFINITIONS			2

ARTICLE 2 AUTHORITY AND DUTY OF MANAGER			16

	2.1	Appointment as Manager	16
	2.2	Limitations	17
	2.3	Manager’s Authority and Responsibility	17
	2.4	Compliance with Laws; Best Efforts to Obtain Necessary Approvals	19
	2.5	Security	20
	2.6	Accounting, Financial Records, and Audits	20
	2.7	Cash Monitoring; Policies and Procedures; Surveillance	21
	2.8	Bank Accounts, Reserve Funds and Permitted Investments	22
	2.9	Enforcement of Rights	24
	2.10	Fire, Safety and Law Enforcement Services	24
	2.11	Timely Payment of Costs of Gaming Operations	25
	2.12	Acquisition of Equipment	25
	2.13	Hours of Operation	25
	2.14	Access to Facility	25
	2.15	Advertising	25
	2.16	Maintenance	26
	2.17	Effective Date; Term	26
	2.18	Access to Property	26
	2.19	Creation and Operation of Business Board	26
	2.20	Business Board Meetings	27
	2.21	Tribal Laws	28
	2.22	Best Efforts; Covenant of Good Faith and Fair Dealing	29
	2.23	Compliance with Financing Agreements	29
	2.24	Affiliates	29
	2.25	Tribal Licenses	29
	2.26	Taxes	30
	2.27	Enactment of Ordinances	30
	2.28	Standard of Care	31
	2.29	Management Exclusivity	31
	2.30	Amendment to Agreement	31

ARTICLE 3 EMPLOYMENT MATTERS; OTHER COVENANTS			32

	3.1	Manager’s Responsibilities for Employees	32
	3.2	Enterprise Employee Policies	32
	3.3	Manager Employees	32

Exhibit 8-3

	3.4	Off-Site Manager Employees	33
	3.5	No Manager Wages or Salaries	33
	3.6	Costs of Gaming Commission	33
	3.7	Employee Background Investigations	34
	3.8	Indian Preference, Recruiting and Training	34
	3.9	Discipline of Enterprise Employees	34
	3.10	Conflict of Interest	35
	3.11	Participation in Tribe Functions	35
	3.12	Alcoholic Beverages and Tobacco Sales	35
	3.13	No Liens or Encumbrances	36
	3.14	Additional Tribal Covenants	36

ARTICLE 4 \| INSURANCE			39

	4.1	Duty to Maintain	39
	4.2	Payment of Deductibles	39
	4.3	Evidence of Insurance	40
	4.4	Insurance Proceeds	40

ARTICLE 5 BUDGETS, COMPENSATION; REIMBURSEMENT			40

	5.1	Pre-Opening Budget; Staffing Plan	40
	5.2	Operating Capital	41
	5.3	Annual Business Plan, Annual Operating Budget and Annual Capital Budget	41
	5.4	Adjustments to Annual Business Plan, Annual Operating Budget and Annual Capital Budget	43
	5.5	Capital Expenditures	44
	5.6	Capital Expenditure Account	44
	5.7	Periodic Contributions to Capital Expenditure Account	44
	5.8	Use and Allocation of Capital Expenditure Account	45
	5.9	Deposits	45
	5.10	Minimum Guaranteed Monthly Payments; Security Interest	45
	5.11	Daily and Monthly Statements	46
	5.12	Distribution of Contract Net Revenues	46
	5.13	Annual Audit	48
	5.14	Development and Construction Cost Recoupment	49
	5.15	Manager’s Compensation Limit	49
	5.16	Payments Not Management Fees	49

ARTICLE 6 TERMINATION			50

	6.1	Termination for Material Breach	50
	6.2	Mutual Consent	51
	6.3	Involuntary Termination Due to Changes in Law	51
	6.4	Other Rights Upon Material Breach; Ownership of Assets; Repayment of Obligations on Expiration or Termination	51

Exhibit 8-4

	6.5	Notice of Termination	54
	6.6	Cessation of Commercial Activities at the Facility	54
	6.7	Cumulative Remedies	55

ARTICLE 7 INDEMNIFICATION OF MANAGER			56

ARTICLE 8 PARTIES IN INTEREST			56

	8.1	Payment of Fees; Background Investigations	56
	8.2	Removal; Divestiture	57

ARTICLE 9 MISCELLANEOUS			57

	9.1	Assignment and Subcontractors	57
	9.2	Notices	58
	9.3	Amendments	59
	9.4	Counterparts	59
	9.5	Force Majeure	59
	9.6	Time is Material	60
	9.7	Further Assurances	60
	9.8	Severability	60
	9.9	Waiver of Sovereign Immunity	60
	9.10	Representations and Warranties of Manager	62
	9.11	Representations and Warranties of Tribe	62
	9.12	Governing Law	63
	9.13	Entire Agreement	64
	9.14	Representatives of Tribe	64
	9.15	Limitations of Liability	64
	9.16	Approvals	64
	9.17	Inconsistent Positions	64
	9.18	Request for Federal Approval	64
	9.19	Non-Disclosure	65
	9.20	Non-Competition and Right of First Offer	65
	9.21	Cooperation	66
	9.22	Estoppel Certificate	66
	9.23	Periods of Time	66
	9.24	Stay, Extension and Usury Laws	66
	9.25	No Brokers	66
	9.26	Government Savings Clause	67
	9.27	Standard of Reasonableness	67
	9.28	Preservation of Agreement	67
	9.29	Recordation	67
	9.30	No Joint Venture	67
	9.31	Recitals	67
	9.32	Interpretation	67
	9.33	Third Party Beneficiary	67
	9.34	Preparation of Agreement	68

Exhibit 8-5

iii

	9.35	Reasonable Consideration	68
	9.36	Free and Voluntary Act	68
	9.37	Encumbrances	68
	9.38	Stay, Extension and Usury Laws	68

ARTICLE 10 DISPUTE RESOLUTION			69

	10.1	Disputes with Patrons	69
	10.2	Disputes with Enterprise Employees	69
	10.3	Disputes Between the Tribe and Manager	69

ARTICLE 11 INTELLECTUAL PROPERTY MATTERS			72

	11.1	Manager Marks	72
	11.2	Manager Proprietary Assets	72
	11.3	Manager Software	72
	11.4	Manager Proprietary Information	72
	11.5	License Matters	73
	11.6	Ownership Matters	73
	11.7	Patron Database	74

Attachment 1 — Legal Description of Site

Exhibit A — Gaming Security Agreement

Exhibit B — Gaming Blocked Account Agreement

Exhibit C — Gaming Operating Note

Exhibit D — Gaming Non-Solicitation Agreement

Exhibit E — Gaming Officer’s Certificate

Exhibit 8-6

AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENT

This AMENDED AND RESTATED GAMING MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 27th day of July, 2012, by and between the FEDERATED INDIANS OF GRATON RANCHERIA, a federally recognized Indian tribe (the “Tribe”), GRATON ECONOMIC DEVELOPMENT AUTHORITY, a wholly-owned, unincorporated instrumentality of the Tribe (the “Authority”) and SC SONOMA MANAGEMENT, LLC, a California limited liability company (“Manager”).

RECITALS

A. The Tribe and Manager are parties to a Management Agreement dated as of April 22, 2003, as amended by that Amendment No. 1 to Management Agreement dated as of August 10, 2005 (collectively, the “Original Agreement”). The Tribe and Manager entered into a Gaming Management Agreement dated September 8, 2010, which superseded and restated the Original Agreement and which granted Manager the right to manage the Tribal enterprise which will conduct Class II Gaming operations on the terms and conditions set forth therein (the “2010 Gaming Management Agreement”). The Tribe and Manager desire to enter into this Amended and Restated Gaming Management Agreement, which grants Manager the right to manage the Tribal enterprise which will conduct Class II and Class III Gaming operations and which amends and restates the 2010 Gaming Management Agreement.

B. The Tribe is a federally recognized Indian tribe eligible for the special programs and services provided by the United States to Indians because of their status as Indians and is recognized as possessing powers of self-government.

C. The United States has acquired land in trust for the benefit of the Tribe and over which the Tribe possesses sovereign governmental powers.

D. The Tribe has established the Authority as the Enterprise to exercise the Tribe’s ownership, development, management, operation and supervision of its gaming business pursuant to the Federated Indians of Graton Rancheria Economic Authority Statute (the “Authority Statute”) adopted by the Tribal Council on July 6, 2012, as it may be amended from time to time, and, pursuant to the Authority Statute and this Agreement, the rights of the Tribe under this Agreement were assigned, allocated and delegated to the Authority.

E. The Tribe, the Manager and the Authority desire for the Authority to become a party to this Agreement and the Authority agrees to be bound by the terms of this Agreement.

F. The Tribe is committed to using the Enterprise to create employment opportunities and improve the social, economic, education, and health conditions of its members, and to enhance the Tribe’s economic self-sufficiency and self-determination.

G. The Tribe and the Authority presently lack the resources to develop and operate a Gaming facility and the Enterprise on their own and desire to retain the services of a manager, with knowledge and experience in the industry, to manage a Gaming facility on the Site.

Exhibit 8-7

H. Manager has represented to the Tribe that Manager and its Affiliates have the managerial capacity to manage the Enterprise.

I. The Tribe has selected Manager because of Manager’s knowledge and experience in managing similar facilities, and Manager agrees to provide the management necessary to successfully manage the Facility and the Enterprise.

J. This Agreement shall become effective upon the Effective Date and shall continue for a term as described in Section 2.17, unless otherwise provided in this Agreement.

K. This Agreement is entered into pursuant to the IGRA.

L. All Commercial Activities conducted at the Facility will at all times comply with any applicable Tribal law.

M. During the term of this Agreement, the Tribe and the Authority desire to grant to Manager the exclusive right and obligation to manage, operate and maintain the Enterprise and to train Tribal members and others in the management, operation and maintenance of the Enterprise, and Manager desires to perform all such services for the Tribe and the Authority.

N. Any dispute between the Parties regarding this Agreement or any other Transaction Document is to be subject to the dispute resolution and governing law provisions contained herein, unless otherwise provided in such Transaction Document.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are expressly acknowledged, the Tribe, the Authority and Manager agree as follows:

ARTICLE 1

DEFINITIONS

In addition to certain terms defined elsewhere in this Agreement, the terms listed below shall have the meaning assigned to them in this Article:

“Affiliate” means, for Manager or the Tribe, any enterprise, corporation, partnership, limited liability company, joint venture, trust, department, district, regulatory body or agency, or other entity controlled by, under common control with, or which controls, directly or indirectly, Manager or the Tribe, as applicable, and their respective successors or permitted assigns. For purposes of this Agreement, “control” means the ability, directly or indirectly, by contract, ownership of securities or other interests or otherwise to affect the management and policies of an entity. The Gaming Commission, the Business Board, the Enterprise and any department, district, agency, instrumentality, authority, regulatory body, commission, enterprise, corporation, limited liability company, court or subdivision wholly or partially owned or controlled by the Tribe or such Tribal entities shall be considered to be an Affiliate of the Tribe for purposes of this definition, including, without limitation, (i) any enterprise, corporation, limited liability

Exhibit 8-8

company or other business entity wholly or partially owned or controlled by the Tribe, and (ii) any such Tribally owned business entity which conducts Non-Gaming Activities.

“Agreement” means this Amended and Restated Gaming Management Agreement, as the same may be amended or modified from time to time.

“Allocable Share” means the following: (i) with respect to those facilities, assets, services, costs and expenses which Manager determines are easily matched, measured, tracked or allocated to the activities of the Enterprise or any Other Entity, the “Allocable Share” of the Enterprise or such Other Entity means the dollar amount of those facilities, services, costs and expenses which Manager determines are easily matched, measured, tracked or allocated to the activities of the Enterprise or such Other Entity; and (ii) with respect to those shared facilities, services, costs and expenses which Manager determines are not easily matched, measured, tracked or allocated to the Enterprise or an Other Entity, the “Allocable Share” of the Enterprise or such Other Entity shall be the dollar amount of those shared facilities, assets, services, costs and expenses which are allocated to the activities of the Enterprise or such Other Entity in accordance with accounting policies and procedures consistent with GAAP established by Manager and agreed upon by Manager and the Business Board; provided, however, that, unless Manager and the Business Board agree otherwise, which agreement Manager or the Business Board may withhold in their discretion, (A) the Enterprise’s or an Other Entity’s Allocable Share of the following project costs and expenses shall be determined by allocating such costs and expenses between or among the Enterprise and such Other Entities in accordance with the Square Footage Ratio: design fees; landscaping/parking/site; core/shell and interiors; central plant; waste water treatment plant; wells and water treatment; testing and inspection; signage; offsites; insurance; fees and permits; construction administration; land; and Pre-Opening Expenses, and (B) the Enterprise’s or an Other Entity’s Allocable Share of the following costs and expenses shall be determined by allocating such costs and expenses between or among the Enterprise and such Other Entities in accordance with the Project Costs Ratio: (1) such Governmental Agreement Payments and other payments which mitigate environmental and other impacts of the Enterprise and Other Entities; (2) real property, personal property and intellectual property assets which are used jointly by the Enterprise and Other Entities; (3) depreciation and amortization expenses with respect to or associated with real property, personal property and intellectual property assets which are used jointly by the Enterprise and Other Entities, including the Facility and the Other Entities Facility; (4) interest expenses; (5) Compensation and benefits for Enterprise Employees, Manager Employees, Off-Site Manager Employees or other employees who work jointly for the Enterprise and Other Entities; and (6) other operating expenses associated with shared expenses of the Enterprise and Other Entities. (The Enterprise’s and Other Entities’ depreciation expenses shall be determined by depreciating those real property, personal property and intellectual property assets, or its Allocable Share thereof, which have been allocated to the Enterprise or such Other Entity on a straight line basis assuming the maximum useful life and residual value consistent with GAAP.) Any dispute between the Business Board and Manager regarding the determination or calculation of the Allocable Share of the Enterprise or any Other Entity or the application of the foregoing provisions regarding Allocable Share to any category of shared facilities, assets, services, costs or expenses shall be resolved in accordance with the dispute resolution provisions of this Agreement.

Exhibit 8-9

“Annual Business Plan”, “Annual Operating Budget” and “Annual Capital Budget” means the business plan, operating budget and capital budget described in Section 5.3.

“Authority” means Graton Economic Development Authority, a wholly-owned, unincorporated instrumentality of the Tribe, which, with the enactment of the Authority Statute, was assigned, allocated and delegated the rights of the Tribe under this Agreement.

“Authority Statute” has the meaning ascribed to such term in Recital D.

“BIA” means the United States Department of the Interior Bureau of Indian Affairs.

“Blocked Account(s)” means (i) at any time a Facility Loan is outstanding, the account or accounts of the Tribe or the Enterprise over which the Facility Loan Lenders have a perfected first priority security interest and (ii) at any other time, the account or accounts of the Tribe or the Enterprise described in the Blocked Account Agreement. For the avoidance of doubt, “Blocked Account(s)” may include, if applicable, any or all Enterprise Accounts.

“Blocked Account Agreement” means any Gaming Blocked Account Agreement among the Tribe, Manager and Bank of America, N.A. in substantially the form attached as an Exhibit hereto and such other similar agreement or agreements which may be entered into from time to time among the Tribe, Manager and any bank which acts as a depository institution for the Tribe or the Enterprise, as the same may be amended or modified from time to time.

“Business Board” shall have the meaning ascribed to it in Section 2.19.

“Capital Expenditures” means any alteration, rebuilding, renovation or expansion of the Facility, and any acquisition or replacement of Furnishings and Equipment or other assets of the Enterprise, the cost of which is capitalized and depreciated or amortized, rather than expensed, applying GAAP.

“Capital Expenditure Account” shall have the meaning ascribed to it in Section 5.6.

“Class II Gaming” means gaming defined as class II gaming in the IGRA.

“Class III Gaming” means all gaming that is not class I or class II gaming as defined in the IGRA and that is authorized under any Tribal-State Compact or applicable law.

“City MOU” means the Memorandum of Understanding dated October 14, 2003, between the Tribe and the City of Rohnert Park, as the same may be amended or supplemented from time to time.

“Collateral Assets” means the “Collateral” as such term is defined in the Security Agreement or the Blocked Account Agreement.

“Commencement Date” means the first day after approval of this Agreement by the Chairman of the NIGC on which Commercial Activities operated at the Facility or by the Enterprise which are managed by Manager pursuant to this Agreement begins.

Exhibit 8-10

“Compensation” means the direct salaries and wages paid to, or accrued for the benefit of, any employee, including incentive compensation, together with all fringe benefits payable to or accrued for the benefit of such employee, including, but not limited to, employer’s contribution under F.I.C.A., unemployment compensation or other employment taxes, pension fund contributions, workers’ compensation, group life, accident and health insurance premiums and costs, and profit sharing, severance, retirement, disability, relocation, housing and other similar benefits; provided, however, that the term “Compensation” shall not, in any event, include stock options or other rights in equity in Manager or any of its Affiliates.

“Commercial Activities” means Gaming Activities. The term “Commercial Activities” does not include Non-Gaming Activities or Other Activities.

“Contract Net Revenues” means Gross Revenues less Costs of Operations (excluding the Management Fee). For the avoidance of doubt, (a) the calculation of Contract Net Revenues does not include deductions from Gross Revenues for (i) Management Fees, or (ii) Excluded Costs other than Deductable Non-Enterprise Costs, and (b) Contract Net Revenues hereunder are not intended to be duplicative of “Contract Net Revenues” under the Non-Gaming Management Agreement and, accordingly any item included in the calculation of “Contract Net Revenues” under the Non-Gaming Management Agreement (whether such item increases or decreases such “Contract Net Revenues”) shall not be included in the calculation of Contract Net Revenues hereunder.

“Costs of Gaming Operations” means the total of all operating expenses incurred in the operation of the Enterprise, including, but not limited to, the following: (1) fees imposed upon the Enterprise by the NIGC; (2) NIGC, State or Tribal license or other fees for background investigations of and the issuance of gaming licenses to Enterprise Employees, including, without limitation, “key employees” and “primary management officials” as defined in 25 C.F.R. § 502.14 and § 502.19; (3) all Governmental Agreement Payments and all payments to other parties to mitigate environmental and other impacts of the Facility and the Enterprise on the surrounding community which mitigate environmental and other impacts which are solely or primarily related to the Enterprise, and the Enterprise’s Allocable Share of such Governmental Agreement Payments and other payments which mitigate environmental and other impacts which relate to both the Enterprise and any Other Entities; (4) all of the depreciation expenses for real property located on the Site which is solely or primarily used by the Enterprise and the Enterprise’s Allocable Share of depreciation expenses for real property located on the Site which is used jointly by the Enterprise and any Other Entities, in each case calculated on a straight line basis assuming the maximum useful life and residual value consistent with GAAP, (5) all of the depreciation and amortization expenses for all personal property and intellectual property assets solely or primarily used by the Enterprise and the Enterprise’s Allocable Share of depreciation and amortization expenses for all other personal property or intellectual property assets used jointly by the Enterprise and any Other Entities, in each case calculated on a straight line basis assuming the maximum useful life and residual value consistent with GAAP; (6) costs of administration, recruiting, hiring, firing and training employees working in the Facility or for the Enterprise; (7) all of the Compensation and benefits for Enterprise Employees, Manager Employees and Off-Site Manager Employees working solely or principally for the Enterprise and the Enterprise’s Allocable Share of the Compensation and benefits for Enterprise Employees, Manager Employees and Off-Site Manager Employees who work jointly for the Enterprise and

Exhibit 8-11

Other Entities; (8) the Enterprise’s Allocable Share of interest expenses of the Transition Loan and the Facility Loan; (9) costs of or payments for allowances and complimentary services (including, without limitation, complimentary services provided by any Other Entities) provided at the request of the Enterprise and in support of its Commercial Activities; (10) Late Payment Charges due under this Agreement; and (11) other operating expenses related solely or primarily to the Enterprise or the Commercial Activities conducted at the Facility or by the Enterprise and the Enterprise’s Allocable Share of operating expenses which relate jointly to the Enterprise and Other Entities, including, without limitation: materials, supplies, inventory, utilities, repairs and maintenance (excluding capital assets, the costs of which shall be depreciated or amortized as hereinabove provided), insurance and bonding, marketing, advertising, annual audits, accounting, bank fees, legal or other professional and consulting services, security or guard services, and such other operating expenses necessarily, customarily and reasonably incurred, and reasonable and necessary travel expenses incurred subsequent to the Commencement Date for Enterprise Employees, Manager Employees or Off-Site Manager Employees. For the avoidance of doubt, “Costs of Gaming Operations” shall include the amounts which the Enterprise is charged by and pays to any Other Entity for services provided by the Other Entity to patrons of the Enterprise on a complimentary basis at the request of the Enterprise. The amount which such Other Entity shall charge and the Enterprise shall pay for such services provided by the Other Entity on a complimentary basis at the request of the Enterprise shall be equal to or less than the best available rate which the Other Entity charges any patron on such date for comparable services. Notwithstanding the foregoing, “Costs of Gaming Operations” shall not include any Excluded Costs unless otherwise approved by Manager, which approval Manager may withhold or condition in its discretion. The fact that the Parties have included an express reference to costs or expenses or categories of costs or expenses in this definition of “Cost of Gaming Operations” shall not be construed as an acknowledgement or admission by the Parties that they necessarily consider such cost or expense to constitute an operating expense of the Enterprise. If the Parties agree to modify the definition of the term “Costs of Gaming Operations” in a manner which is adverse to the economic interests of the Tribe, such modification shall constitute an amendment to this Agreement which requires the approval of the Chairman in order to be effective.

“Costs of Operations” means the sum of Costs of Gaming Operations plus Deductable Non-Enterprise Costs.

“County MOU” means any Memorandum of Understanding or other agreement entered into by and between the Tribe and Sonoma County, California, which contemplates payments by the Tribe to Sonoma County, as the same may be amended or supplemented from time to time.

“Deductable Non-Enterprise Costs” means the following costs and expenses to the extent that they do not constitute “Costs of Gaming Operations:” (1) a Non-Gaming Enterprise’s Governmental Agreement Payments and other payments or Allocable Share of Governmental Agreement Payments and other payments which mitigate environmental and other impacts of a Non-Gaming Enterprise; (2) a Non-Gaming Enterprise’s depreciation expenses or Allocable Share of depreciation expenses with respect to real property located on the Site calculated on a straight line basis assuming the maximum useful life and residual value consistent with GAAP; (3) a Non-Gaming Enterprise’s depreciation and amortization expenses or Allocable Share of depreciation and amortization expenses with respect to personal property assets located on the

Exhibit 8-12

Site (including, without limitation, all capital assets and Furnishings and Equipment) calculated on a straight line basis assuming the maximum useful life and residual value consistent with GAAP; (4) a Non-Gaming Enterprise’s interest and other expenses or Allocable Share of interest and other expenses associated with the Transition Loan and the Facility Loan; and (5) costs and expenses of the Gaming Commission up to One Million Two Hundred Thousand Dollars ($1,200,000) per Fiscal Year. For the avoidance of doubt, the Parties acknowledge and agree that (i) they intend for “Deductable Non-Enterprise Costs” to be included within the definition of “Costs of Operations,” and (ii) they intend for “Costs of Operations” to be deducted from Gross Revenues in calculating “Contract Net Revenues.”

“Dispute” shall mean any claim, controversy, question, disagreement or dispute of any nature between or among the Tribe or any of its Affiliates, on the one hand, and Manager, any of its Affiliates, their respective employees or any Indemnitee, on the other hand, whether arising under law or in equity, whether arising as a matter of contract, tort or otherwise, and whether now existing or hereafter arising during the term of, or after the expiration or termination of, this Agreement or the other Transaction Documents, including, without limitation, any dispute arising out of, related to or in any way connected or incidental to any of the following: this Agreement; the other Transaction Documents; the validity, enforceability, interpretation, breach or enforcement hereof or thereof, including the determination of the scope or applicability of any agreement to arbitrate set forth herein or therein; the transactions contemplated hereby or thereby; any Party’s performance hereunder or thereunder; the Enterprise; the Facility; any Tribal Governmental Action or Tribal governmental non-action; or any tort or alleged tort.

“Economically Feasible” means that the gross revenues anticipated to be derived from any applicable operation is at least One Hundred Ten Percent (110%) of the anticipated amount of the operating expenses applicable to the operation in question.

“Effective Date” means the effective date of this Agreement as determined pursuant to Section 2.17(a).

“Emergency Condition” shall have the meaning ascribed to it in Section 5.5.

“Enterprise” means the Authority, which is the business enterprise of the Tribe created to engage in Gaming Activities at the Facility or on the Site and to which the Tribe assigned, allocated and delegated its rights hereunder pursuant to the Authority Statute. Notwithstanding the foregoing, the term “Enterprise” as used herein does not include any Non-Gaming Enterprise, Other Entity, or activities of the Authority other than Gaming Activities.

“Enterprise Accounts” shall have the meaning ascribed to it in Section 2.8(a).

“Enterprise Employee Policies” shall have the meaning ascribed to it in Section 3.2.

“Enterprise Employees” means employees of the Tribe or the Enterprise who are assigned to work substantially full-time at the Facility or for the Enterprise and all employees of the Enterprise, but not including Manager Employees or Off-Site Manager Employees.

“Excluded Costs” means (i) any costs or expenses which are not operating expenses of the Enterprise incurred during the period between the Commencement Date and the expiration or

Exhibit 8-13

termination date of this Agreement, and (ii) any Management Fees whether or not they are operating expenses of the Enterprise incurred during the period between the Commencement Date and the expiration or the termination date of this Agreement. For the avoidance of doubt, “Excluded Costs” includes costs and expenses incurred by the Tribe or any Affiliate of the Tribe other than the Enterprise, including, without limitation, the following costs and expenses which the Parties agree shall be considered to be costs and expenses of the Tribe or an Affiliate of the Tribe other than the Enterprise for the purposes of this Agreement: (1) costs and expenses of the General Council, the Tribal Council, the Business Board, the Gaming Commission, any Tribal Department or any Tribal Committee or any Tribal corporation or other entity (other than the Graton Economic Development Authority); (2) costs and expenses incurred by the Tribe or any Affiliate of the Tribe in performing or providing any Tribal governmental function, program or service to or for the benefit of members of the Tribe, including health care, tuition assistance, housing, schools, welfare, or needy family assistance; (3) costs and expenses of, or any payments due under, any Tribal revenue allocation plan or per capita distribution plan; (4) contributions and payments to any non-profit, religious, educational, charitable, scientific, literary, civic, social welfare, labor, agricultural, social, or fraternal organizations or institutions (not including contributions or other payments to be made by the Tribe pursuant to the City MOU or the County MOU, which contributions and other payments have been previously approved by Manager); (5) contributions and payments to or for the benefit of any political party or organization or candidate for public office; (6) costs and expenses associated with any effort to affect any election, recall, initiative, referendum or public vote; and (7) costs and expenses associated with any effort to affect any proposed law, rule, regulation, initiative, referendum or public policy (other than any effort to cause the California state legislature to ratify a Tribal-State Gaming Compact between the Tribe and the State of California). For the avoidance of doubt, “Excluded Costs” includes costs and expenses incurred by any Non-Gaming Enterprise or Other Entity, including, without limitation, the following costs and expenses which the Parties agree shall be considered to be costs and expenses of a Non-Gaming Enterprise or an Other Entity: (8) costs and expenses which are not for the purposes of generating Gross Revenue for the Enterprise, including costs and expenses of any Non-Gaming Enterprise or Other Entity; (9) management fees which the Tribe or any of its Affiliates owes to any entity other than Manager or its Affiliates; (10) a Non-Gaming Enterprise’s or Other Entity’s Governmental Agreement Payments and other payments or Allocable Share of Governmental Agreement Payments and other payments which mitigate environmental and other impacts of a Non-Gaming Enterprise or Other Entity; (11) a Non-Gaming Enterprise’s or Other Entity’s depreciation expenses or Allocable Share of depreciation expenses with respect to real property located on the Site; (12) a Non-Gaming Enterprise’s or Other Entity’s depreciation and amortization expenses or Allocable Share of depreciation and amortization expenses with respect to personal property assets located on the Site, including all capital assets and Furnishings and Equipment; and (13) a Non-Gaming Enterprise’s or Other Entity’s interest and other expenses or Allocable Share of interest and other expenses associated with the Transition Loan and the Facility Loan. For the avoidance of doubt, “Excluded Costs” include costs or expenses of or for the benefit of the Enterprise which do not constitute operating expenses, including, without limitation, the following costs and expenses which the Parties do not consider to be operating expenses for the purposes of this Agreement: (14) principal payments on loans; (15) Capital Expenditures or costs and expenses associated with the acquisition of capital assets; (16) reserves of the Enterprise, including the Capital Expenditure Account; and (17) any taxes, levies, assessments or

Exhibit 8-14

license fees collected or paid by the Tribe or the Enterprise. For the avoidance of doubt, “Excluded Costs” include any fees, costs and expenses which constitute operating expenses of the Enterprise, but which are considered to be incurred (pursuant to generally accepted accounting principles) during accounting periods prior to the Commencement Date or subsequent to the expiration or termination date of this Agreement, regardless of when such fees, costs or expenses are actually paid, including, without limitation, the following fees, costs and expenses which the Parties consider to have been or will be incurred prior to the Commencement Date for the purposes of this Agreement: (18) Pre-Opening Expenses; (19) interest, depreciation or amortization expenses for accounting periods prior to the Commencement Date; (20) payments due under any development, design or construction agreements for services performed or substantially performed prior to the Commencement Date; and (21) payments due under any other agreement entered into by the Tribe or the Enterprise for services performed or substantially performed prior to the Commencement Date. The Parties have agreed that certain “Excluded Costs” are also classified as Deductable Non-Enterprise Costs for the purposes of this Agreement and that such Deductable Non-Enterprise Costs are deducted from Gross Revenues in calculating Contract Net Revenues. Notwithstanding the fact that a cost or expense constitutes an “Excluded Cost,” the Parties may, upon mutual agreement, elect for the Tribe or the Enterprise to treat such cost or expense as a Cost of Gaming Operations or a Deductable Non-Enterprise Cost for the purposes of this Agreement, in which event such cost or expense would be deducted from Gross Revenues in calculating Contract Net Revenues. In the event that Manager makes such an election with respect to a recurring cost or expense, Manager’s election shall be deemed to apply to each instance in which such costs or expense recurs, unless otherwise specified in Manager’s election.

“Execution Date” means September 8, 2010, which is the date the 2010 Gaming Management Agreement was executed and delivered by the Parties.

“Facility” means any temporary or permanent buildings, structures, improvements or fixtures, or portions thereof, which Manager and the Business Board determine are used solely or primarily by the Enterprise for its Commercial Activities located on the Site, and all renovations or expansions thereof. For the avoidance of doubt, the term “Facility” does not include any Other Entities Facilities. Any dispute between the Business Board and Manager regarding whether any temporary or permanent buildings, structures, improvements or fixtures, or portions thereof, constitute the Facility versus an Other Entities Facilities shall be resolved in accordance with the dispute resolution provisions of this Agreement.

“Facility Loan” means one or more debt financings, credit facilities, capital lease arrangements, or loans made by, or debt securities, notes or bonds issued to, any person or entity other than Manager or its Affiliates, which financings, facilities, leases, or loans are extended to, or notes or bonds are issued by, the Tribe, the Authority and/or any Non-Gaming Enterprise to fund costs and expenses of the Tribe, the Authority, any Non-Gaming Enterprise and/or the Gaming Commission, including, without limitation, in whole or in part, the following costs and expenses: the fees, costs and expenses of the Tribe’s and the Authority’s developer; the repayment of the Transition Loan; the acquisition of the Site and alternative sites; the development, construction, furnishing, equipping and operation of the Facility and the Other Entities Facilities; the expenses associated with the opening of the Facility; and the initial operating capital, as well as working capital, of the Authority, Non-Gaming Enterprises and the

Exhibit 8-15

Gaming Commission, in each case as the same may be amended, modified, renewed, refunded, replaced in any manner (whether upon termination or otherwise) or refinanced in whole or in part from time to time.

“Facility Loan Lenders” means, collectively, the Lenders in respect of the Facility Loan.

“Fiscal Year” means the accounting year used for the operation of the Enterprise as agreed upon by Manager and the Business Board and which, unless otherwise agreed by the Business Board, shall be the same as the accounting year for the Tribe.

“Furnishings and Equipment” means all furniture, furnishings and equipment acquired for or used in the operation of the Enterprise wherever located, including, without limitation:

(a) Cashier, redemption, kiosk, money sorting and money counting equipment, surveillance and communications equipment, and security equipment;

(b) Office furnishings and equipment;

(d) Video games of chance, table games, keno equipment, bingo equipment and other gaming equipment;

(e) All other furnishings and equipment hereafter located and installed in or about the Facility or on the Site which are used in the operation of the Enterprise.

“Gaming” means Class II Gaming and/or Class III Gaming, as the case may be.

“Gaming Activities” means those Gaming activities and operations conducted or owned by the Tribe, its Affiliates or its licensees which generate Gaming revenue (as distinguished from non-Gaming revenue), including, without limitation, the operation of games, the receipt of Gaming revenues, the payment of Gaming winnings and issuance of Gaming prizes, and the payment of Gaming expenses. For the avoidance of doubt, the term “Gaming Activities” does not include Non-Gaming Activities or Other Activities which do not generate Gaming revenue.

“Gaming Commission” means the Gaming Commission of the Tribe established or to be established by the Tribe.

“Gaming Ordinance” shall mean a gaming ordinance adopted by the Tribe and approved by the Chairman of the NIGC in accordance with IGRA.

“Generally Accepted Accounting Principles” or “GAAP” means those accounting principles defined by the Financial Accounting Standards Board consistently applied and applicable to the Commercial Activities.

“Governmental Authorities” means any federal, state, county, municipal or tribal government or any political subdivision, court, agency, department, district, commission, board,

Exhibit 8-16

bureau or instrumentality thereof, including, without limitation, the United States, the BIA, the National Indian Gaming Commission, the State, the California Gambling Control Commission, the County of Sonoma, California, the City of Rohnert Park, the Tribe and the Tribe’s Affiliates.

“Governmental Agreement Payments” means fees, charges, contributions and payments paid to local governments, the State, or any department, agency, district, instrumentalities or other body or fund thereof, pursuant to any agreement or amendment thereto entered into between the Tribe and such entity, including any Tribal-State Compact; provided, however, that, prior to the execution of such agreement or amendment, Manager shall have approved each contribution or payment to be made thereunder as an operating expense of the Enterprise and therefore a Cost of Gaming Operations, which approval shall not be unreasonably withheld, conditioned or delayed; provided, further, that contributions or other payments to non-profit, charitable or educational organizations or institutions shall not be considered to be an operating expense of the Enterprise and a Cost of Gaming Operations unless approved by Manager, which approval Manager may withhold or condition in its discretion; and provided, further, that onetime or other non-recurring contributions or payments made by the Tribe pursuant to such agreement or amendment shall be depreciated or amortized on a straight-line basis over the term of such agreement or amendment. Manager acknowledges that, for the purposes of this definition, Manager has approved all contributions or other payments to be made by the Tribe pursuant to the City MOU and the County MOU to the extent and as each is in effect as of the date hereof.

“IGRA” means the Indian Gaming Regulatory Act of 1988, P.L. 100-497, 25 U.S.C. §§ 2701 et seq. , and the regulations promulgated thereunder, as the same may be amended from time to time.

“Indemnitees” shall have the meaning ascribed to it in Article 7.

“Indian Lands” means all lands held in trust by the United States for the benefit of the Tribe.

“Late Payment Charge” means a charge on any past due payment which, as of any given date, shall accrue at a rate per annum equal to the weighted cost of capital of Manager’s parent as of the end of the preceding month multiplied by a factor of 1.25.

Exhibit 8-17

employees, the Site, the Facility, or the Enterprise, including, without limitation, the IGRA, the Internal Revenue Code, any Tribal-State Compact, the Gaming Ordinance and any Gaming Commission regulations.

“Lender” means any lender or successor to any lender which lends funds or otherwise extends credit for any portion of the Transition Loan or the Facility Loan to the Tribe, the Authority or the Enterprise or any Non-Gaming Enterprise, including, if applicable, Manager or any Affiliate of Manager, the bondholders or noteholders in any bond or note offering, and any administrative agents, collateral agents, trustees and other agents acting on behalf of any of the foregoing.

“Management Fee” shall have the meaning ascribed to it in Section 5.12(b).

“Manager” means SC Sonoma Management, LLC, a California limited liability company, and its successors and permitted assigns.

“Manager Employees” means those employees of Manager or its Affiliates who are working at the Facility on a full-time or substantially full-time basis and who are not Enterprise Employees, which employees shall hold or perform the following positions or job functions: (1) General Manager and/or Chief Executive Officer; (2) Director of Operations; (3) Director of Slot Operations; (4) Director of Table Games; (5) Director of Finance and/or Chief Financial Officer; (6) Director of Marketing; (7) Director of Information Technology; (8) Director of Player Development; and (9) up to four additional positions or job functions to be designated by Manager in its discretion from time to time.

“Manager Intellectual Property” shall have the meaning ascribed to it in Section 11.5.

“Manager Marks” shall have the meaning ascribed to it in Section 11.1.

“Manager Proprietary Information” shall have the meaning ascribed to it in Section 11.3.

“Manager Representatives” shall have the meaning ascribed to it in Section 2.19.

“Manager Software” shall have the meaning ascribed to it in Section 11.2.

“Marks” shall have the meaning ascribed to it in Section 11.1.

“Material Breach” shall have the meaning ascribed to it in Section 6.1.

“Minimum Guaranteed Monthly Payments” shall have the meaning ascribed to it in Section 5.10.

“Minimum Guaranteed Payment Advances” shall have the meaning ascribed to it in Section 5.10(b).

“National Indian Gaming Commission” or “NIGC” means the commission established pursuant to the IGRA.

Exhibit 8-18

“Non-Gaming Activities” means commercial activities or operations conducted or owned by the Tribe or its Affiliates located on or in connection with the Site which are not Class II Gaming or Class III Gaming or which generate revenue which is not Class II Gaming revenue or Class III Gaming revenue, including, without limitation, commercial operations related to any hotel, convention and meeting facilities, parking facilities, entertainment facilities, sports facilities, restaurants, food and beverage services, office space, swimming pool, spa, fitness center, child care facility, bars, lounges, arcade, retail stores, concessions, gift shop and automatic teller machines (ATMs). For the avoidance of doubt, the term “Non-Gaming Activities” does not include Gaming Activities or Other Activities and does not include “gaming activities” or “gaming operations” within the meaning of IGRA.

“Non-Gaming Enterprise” means any commercial corporation or enterprise of the Tribe which engages in Non-Gaming Activities and which has its principal place of business on the Site. For the avoidance of doubt, the term “Non-Gaming Enterprise” does not include the Enterprise and is included within the definition of the term “Other Entity.”

“Non-Gaming Management Agreement” means the Amended and Restated Non-Gaming Management Agreement between the Tribe and NP Sonoma Land Holdings LLC dated as of [ · ].

“Non-Solicitation Agreement” means the Gaming Non-Solicitation Agreement between the Tribe and Manager dated as of the Execution Date in the form attached as an Exhibit hereto, as the same may be amended or modified from time to time.

“Note” means the Gaming Promissory Note executed by the Tribe in favor of Manager dated as of the Execution Date in the form attached as an Exhibit hereto, together with all amendments, substitutions and renewals thereof.

“Off-Site Manager Employees” means employees of Manager or its Affiliates who are not located at the Facility, but who are used by Manager to provide services to the Enterprise.

“Officers’ Certificate” means the Officers’ Certificate issued by officers of the Tribe to Manager dated as of the Execution Date, as the same may be amended, modified or supplemented from time to time.

“Original Agreement” shall have the meaning ascribed to it in Recital A above.

“Opening Date” means the date on which the Facility or any portion thereof is open to the public for Commercial Activities.

“Other Activities” means (i) non-commercial operations owned or operated by the Tribe, including, without limitation, governmental activities of the Tribe and its Affiliates, and (ii) commercial or non-commercial operations or activities which are not owned or operated by the Tribe and which are principally conducted on or from the Site (other than operations or activities of Manager or any Affiliate of Manager). For the avoidance of doubt, the term “Other Activities” does not include Gaming Activities or Non-Gaming Activities.

Exhibit 8-19

“Other Entity(ies)” means (i) the Tribe, (ii) any Affiliate of the Tribe other than the Enterprise, and (iii) any non-Tribal commercial or non-commercial business or entity which conducts operations at the Facility or on the Site other than Manager or any Affiliate of Manager. For the avoidance of doubt, the term “Other Entity” does not include the Enterprise, but does include any Non-Gaming Enterprise or any enterprise of the Tribe which conducts operations which do not constitute “Gaming” as defined in this Agreement.

“Other Entities Facilities” means any temporary or permanent buildings, structures, improvements or fixtures, or portions thereof, which Manager and the Business Board determine are used solely or primarily by Other Entities, and all renovations or expansions thereof. For the avoidance of doubt, the term “Other Entities Facilities” does not include the Facility. Any dispute between the Business Board and Manager regarding whether any temporary or permanent buildings, structures, improvements or fixtures, or portions thereof, constitute the Other Entities Facilities versus the Facility shall be resolved in accordance with the dispute resolution provisions of this Agreement.

“Parties” shall mean the Tribe, the Authority and Manager.

“Patron Database” shall have the meaning ascribed to it in Section 11.6.

“Policies and Procedures” shall have the meaning ascribed to it in Section 2.7.

“Pre-Opening Budget” shall have the meaning ascribed to it in Section 5.1(a).

“Pre-Opening Expenses” shall have the meaning ascribed to it in Section 5.1(a).

“Prior Agreements” means any agreements or business relationships entered into by the Tribe, its Affiliates, its officer or its members prior to or as of April 22, 2003 (which is the date of the Original Agreement between the Tribe and Manager) or any amendments, agreements, arrangements or understandings which amend or supersede such agreements or business relationships, but not including any agreements or business relationships with Manager or its Affiliates.

“Project Costs” means Pre-Opening Expenses and the costs of developing, financing, constructing, furnishing and equipping the property, plant and equipment located on the Site, including, without limitation, (i) the following hard costs: design fees; landscaping/parking/site; core/shell and interiors; kitchen equipment; central plant; waste water treatment plant; wells and water treatment; testing and inspection; hard furniture, fixtures and equipment; signage; offsites; insurance; fees and permits; and construction administration, and (ii) the following soft costs: furniture, fixtures and equipment; land; base stock (less operating cash); bankroll; Pre-Opening Expenses; contingencies; capitalized interest, financing fees and other pre-development costs.

“Project Cost Ratio” means the fraction (i) the numerator of which is the Project Costs which Manager determines are solely or primarily attributable to the Enterprise or the conduct of Commercial Activities, and (ii) the denominator of which is the sum of (A) the numerator, plus (B) the Project Costs which Manager determines are solely or primarily attributable to Other Entities. The fraction shall be calculated on the basis of financial statements prepared by the Enterprise and Other Entities for the preceding Fiscal Year or, in the case of the first Fiscal Year,

Exhibit 8-20

based on projections established by Manager and such Other Entities and approved by the Business Board. The fraction for any given Fiscal Year or portion thereof shall be initially calculated by Manager and approved by the Business Board.

“Resolution of Waiver” means, collectively, all resolutions previously or hereafter approved by the General Council or the Tribal Council of the Tribe approving this Agreement, the 2010 Gaming Management Agreement and the Transaction Documents, which resolutions evidence all waivers and approvals required pursuant to the Tribe’s governing documents and applicable law relating to this Agreement and the other Transaction Documents.

“Restricted Area” shall have the meaning ascribed to it in Section 9.20.

“Security Agreement” means any Gaming Security Agreement among the Tribe, the Authority and Manager in the form attached as an Exhibit hereto securing the obligations of the Tribe and the Authority under the Note and/or this Agreement, as the same may be amended or modified from time to time.

“Site” means, unless otherwise agreed by Manager, those lands, or any portion thereof, which the United States has accepted or accepts in trust for the benefit of the Tribe, including, without limitation, those lands described in Attachment 1 hereto.

“Square Footage Ratio” means the fraction (i) the numerator of which is the square footage of the improvements located on the Site which Manager determines are solely or primarily used by the Enterprise in conducting Commercial Activities, and (ii) the denominator of which is the sum of (A) the numerator, plus (B) the square footage of the improvements located on the Site which Manager determines are solely or primarily used by Other Entities. The fraction shall be calculated on the basis of financial statements prepared by the Enterprise and Other Entities for the preceding Fiscal Year or, in the case of the first Fiscal Year, based on projections established by Manager and such Other Entities and approved by the Business Board. The fraction for any given Fiscal Year or portion thereof shall be initially calculated by Manager and approved by the Business Board.

“State” means the State of California.

“Transaction Document” and “Transaction Documents” shall mean this Agreement, the Note, any Blocked Account Agreement, any Security Agreement, the Non-Solicitation Agreement and any Officers’ Certificate or Uniform Commercial Code financing statements relating thereto.

“Transition Loan” means the loan or loans made by Manager or its Affiliates to the Tribe and/or the Authority to fund the costs and expenses of the Tribe, the Authority and/or any Other Entities, including, without limitation, the following costs and expenses: the fees, costs and expenses of the Tribe’s and the Authority’s developer; the acquisition of the Site and alternative sites; and the initial stage development of the Facility and Other Entities Facilities.

“Tribal Council” means the governing body of the Tribe composed of the duly elected officers of the Tribe.

Exhibit 8-21

“Tribal Court” means any court or similar judicial branch or body of the Tribe, but not including any court which only has jurisdiction over matters arising under the Indian Child Welfare Act, 25 U.S.C. 1901 et seq. , and other family law matters.

“Tribal Governmental Action” means any resolution, ordinance, statute, law, rule, regulation, order, decision, determination, action or inaction, regardless of how constituted, adopted, made or taken by the Tribe or its Affiliates acting in a legislative, regulatory or other governmental capacity which has the force of law, including, without limitation, (i) the adoption, amendment or revocation of any law, rule, regulation, ordinance or tax by the Tribe or its Affiliates, or (ii) the issuance, denial, suspension, revocation or non-renewal of any license by the Tribe or its Affiliates; provided, however, that the term “Tribal Governmental Action” shall not, in any event, include any actions or inactions taken by the Tribe or its Affiliates in their respective capacities as (i) the legal, beneficial or proprietary interest holder of the Facility or the Enterprise, or (ii) a party to this Agreement or any Transaction Document.

“Tribal Representatives” shall have the meaning ascribed to it in Section 2.19.

“Tribal-State Compact” means any compact entered into between the Tribe and the State concerning Class III Gaming and any amendments or other modifications thereto, after such compact has been approved by the Secretary of the Interior or became effective by operation of law and notice of such approval or effectiveness has been published in the Federal Register, or any Secretarial procedures issued by the Secretary of the Interior pursuant to the IGRA in lieu of a compact.

“Tribe” means Federated Indians of Graton Rancheria (a/k/a Graton Rancheria, California or the Indians of the Graton Rancheria of California), a federally recognized Indian tribe, and its successors and permitted assigns.

ARTICLE 2

AUTHORITY AND DUTY OF MANAGER

Exhibit 8-22

modify, or amend any contracts associated with, the operations of the Facility or the Enterprise (excluding this Agreement) in the name of the Tribe, the Enterprise or Manager, including, without limitation, purchase orders, equipment and retail leases, contracts for services, including utilities, and maintenance and repair services, relating to the operation of the Facility or the Enterprise; provided, however, that Manager shall not have the authority to execute, modify or amend real estate agreements or contracts (excluding retail leases), or compacts or other agreements with the State or any other Governmental Authorities, which agreements shall remain within the sole and exclusive authority of the Tribe; and provided, further, that in no event shall Manager execute any contracts or agreements which require payments exceeding $500,000 in the aggregate or which have a term exceeding one (1) year, or such greater dollar amount or longer term as the Business Board may establish from time to time, without the prior approval of the Business Board.

2.2 Limitations . Except as stated herein, Manager shall have no authority as the Tribe’s or Enterprise’s agent under this Agreement without the prior written approval of the Business Board (which approval shall not be unreasonably withheld, conditioned or delayed): (a) to incur costs which exceed the expenditures to be agreed upon in the Annual Operating Budget or the Annual Capital Budget by a factor of 10% or such greater percentage as the Business Board may establish from time to time; (b) to sell, encumber or otherwise dispose of any personal property or Furnishing and Equipment located in the Facility, except for inventory sold in the regular course of business and Furnishings and Equipment and other items which must be replaced due to age, obsolescence, or wear and tear and except for enforcement of any security interest granted to Manager in any Collateral Assets; (c) to purchase any goods or services from Manager or any of Manager’s Affiliates as a Cost of Gaming Operations unless (i) such arrangement is approved in writing by the Business Board, and (ii) the price of such goods and services shall not, in any event, exceed the amount which the Business Board determines is substantially equivalent to the price which would be charged by an entity which is not affiliated with Manager. Notwithstanding any other provision of this Agreement, Manager shall not be in breach or Material Breach of this Agreement for failure to perform services which do not constitute the management or operation of the Facility or the Enterprise, including, without limitation, (i) the design, development, construction, licensing, initial equipping or initial furnishing of the Facility, (ii) the negotiation of agreements or compacts between the Tribe or its Affiliates and any Governmental Authority, or (iii) the arrangement, negotiation or provision of the Transaction Loan, the Facility Loan or any other loan relating to the Facility, the Enterprise or the Furnishings and Equipment. However, the Tribe shall not issue any certification that the Facility is substantially complete or execute or deliver any agreements or compacts between the Tribe or the Enterprise and any Governmental Authority or Lender relating to the completion or substantial completion of the Facility without the prior approval of Manager. As between the Tribe and Manager, the Tribe shall be solely responsible for the design, development, financing, construction, licensing, initial equipping and initial furnishing of the Facility or the Enterprise and, notwithstanding the provisions of Section 2.4, for assuring that the Facility or the Enterprise complies in all respects with all Legal Requirements.

2.3 Manager’s Authority and Responsibility .

(a) Manager shall conduct and direct all business and affairs in connection with the day-to-day operation, management, maintenance, repair, refurbishment or expansion of

Exhibit 8-23

the Enterprise and the Facility, including, without limitation, the establishment of operating days and hours. The Manager Employee who shall have the primary responsibility for the day-to-day management of the Enterprise shall be the Enterprise General Manager.

(b) Nothing herein grants or is intended to grant Manager a titled or proprietary interest in or to the Facility or to the Enterprise. The Tribe shall have the sole proprietary interest in and ultimate responsibility for the Enterprise and the conduct of all Commercial Activities conducted by the Enterprise to the extent required by federal law, subject to the rights and responsibilities of Manager under this Agreement and the other Transaction Documents.

(c) In managing, operating, maintaining, repairing, refurbishing, or expanding the Enterprise and the Facility under this Agreement, Manager’s duties shall include, without limitation, the full right and authority, without requiring the consent of the Tribe or the Business Board except as specifically set forth in Section 2.2, to conduct the orderly administration, management and operation of the Facility and the Enterprise, including, without limitation, the following:

(i) the administration of the decorating, cleaning, grounds care and maintenance of the Facility and the Facility’s mechanical, electrical and operating systems;

(ii) the selection, composition, administration and operation of a security force and related security measures, all as more fully described in Section 2.5;

(iii) except as may otherwise be required by the Gaming Commission, the operation and maintenance of the surveillance system (including, without limitation, closed-circuit television) for monitoring the activities of the customers, employees, supervisors and management personnel, as well as the tracking of the movement of all funds into, within and out of the Facility;

(iv) subject to the Annual Budget, the terms, conditions and amount of any insurance to be taken out with respect to the Facility and the Enterprise, all as more fully described in Article 4;

(v) the establishment and administration of an accounting system and financial records relating to all of the operations of the Enterprise and the maintenance of such accounting system and financial records, all as more fully described in Section 2.6;

(vi) subject to the approval of the Business Board for expenditures in excess of $100,000 per contract or per event or such greater amount as the Business Board may establish from time to time, the selection of all major entertainment, sports and promotional events to be staged at the Facility;

(vii) subject to the provisions of Section 5.12, the distribution of revenues generated from the operation of the Enterprise;

(viii) subject to the approval of the Business Board, the selection and location of the financial institution in which the revenues generated from the operation of the

Exhibit 8-24

Enterprise shall be deposited pursuant to Section 2.8 and administration of the banking arrangements in connection therewith (it being agreed that the financial institution selected should have assets on a consolidated basis of not less than One Hundred Billion Dollars ($100,000,000,000));

(ix) the engagement of professionals (not including independent auditors, who shall be selected and engaged by the Tribal Council) with respect to all matters regarding taxation or other operations of the Enterprise;

(x) the advertisement, marketing and promotion of the Enterprise;

(xi) subject to the approval of the Business Board, the preparation of an Annual Business Plan, Annual Operating Budget and Annual Capital Budget, all as more fully described in Section 5.3; and

(xii) all matters necessarily ancillary to the responsibilities set forth in subparagraphs (i) to (xiii) above, it being acknowledged and agreed that the foregoing is not intended to be an exhaustive list of the rights and duties of Manager concerning the management, operation, maintenance, repair, refurbishment or expansion of the Facility and the Enterprise.

2.4 Compliance with Laws; Best Efforts to Obtain Necessary Approvals .

(a) In performing its duties hereunder, Manager shall direct the Enterprise to comply with all duly enacted Legal Requirements. The Tribe and the Enterprise shall comply with, and shall be responsible for compliance with, all Legal Requirements, including, without limitation, the Internal Revenue Code and its requirements with respect to the prompt filing of any cash transaction reports and W-2G reports that may be required by the Internal Revenue Service of the United States or pursuant to other Legal Requirements; provided, however, that the cost of such compliance shall be a Cost of Gaming Operations; and, provided, further, that Manager shall provide the Tribe with such assistance in such compliance as the Tribe and the Enterprise may reasonably request. The Tribe covenants and agrees that the Tribe and its Affiliates will take no action and adopt no statute, ordinance or regulation that may prejudice, impair or adversely affect Manager’s rights under this Agreement or any Transaction Document or that would violate the doctrines and principles of due process as set forth in the United States Constitution or the Indian Civil Rights Act (25 U.S.C. § 1301, et seq. ) and the interpretations thereof.

Exhibit 8-25

reasonable arrangements on behalf of the Tribe or the Enterprise as to comply with applicable tax laws, including, without limitation, tax law requirements concerning the reporting and withholding of taxes or other payments due by the Tribe or the Enterprise to any entity pursuant to any agreements the Tribe enters with a Governmental Authority; provided, however, that Manager shall have no other legal or financial responsibility for the Tribe’s or the Enterprise’s due performance and payment in full of such obligations of the Tribe or the Enterprise. The Tribe agrees that, through its Tribal Council and any subsequent or delegated governing or administrative authority, it shall take all reasonable actions necessary or advisable to ensure that the Tribe and the Enterprise comply with the foregoing Legal Requirements, it being understood and agreed that Manager shall not be liable for any violation due to action or inaction of the Tribe or the Enterprise. Manager and the Tribe shall comply with all Legal Requirements and all other agreements affecting the Facility and the Enterprise.

(c) The Parties shall use their best efforts to promptly obtain all necessary approvals of all Governmental Authorities relating to this Agreement, the Transaction Documents and the transactions and activities contemplated hereby and thereby.

2.5 Security . Manager shall direct the Enterprise to provide for appropriate security for the operation of the Enterprise. Manager shall direct the Enterprise to ensure that any security officer is bonded and insured in an amount commensurate with his or her enforcement duties and obligations. The cost of any charge for security and public safety services will be a Cost of Gaming Operations.

2.6 Accounting, Financial Records, and Audits .

(a) Manager shall, or shall direct the Enterprise to, maintain full and accurate books and records of account for operations of the Commercial Activities of the Enterprise, including, without limitation, books and records which set forth the daily Gross Revenue from Commercial Activities of the Enterprise. Such books and records shall be maintained at Manager’s office located within the Facility. Manager shall make available for immediate inspection and verification at all times and shall make copies of such books, records and other information relating to Commercial Activities as the Business Board or the Gaming Commission requests be made available to and/or copied and delivered to those members of the Business Board or the Gaming Commission who are authorized by the Business Board or the Gaming Commission, as applicable, to inspect, verify and/or receive copies of such books, records and other information relating to Commercial Activities. Authorized members of the Business Board or the Gaming Commission may remove from the Facility copies or originals of books, records and information relating to Commercial Activities; provided, however, that if such members remove originals, they shall leave or immediately provide Manager with copies of such books, records and information for Manager.

Exhibit 8-26

(iv) allow the Enterprise, the Tribe and the NIGC to calculate any annual fees due under 25 CFR § 514.1; (v) permit the calculation and payment of the Management Fee; and (vi) provide for the allocation of operating expenses or overhead expenses among the Tribe, the Enterprise, Manager and any other user of shared facilities and services. Supporting books and records and the agreed upon accounting systems and procedures shall be sufficiently detailed to permit the calculation and payment of the Management Fee hereunder and to permit the calculation and payment of any fee or contribution computations required under any Legal Requirements or agreements between the Tribe and Governmental Authorities.

(c) Contract Net Revenues will be calculated by Manager for purposes of distribution monthly in accordance with Section 5.12 and copies of such calculations shall be promptly supplied to the Business Board as required by Section 5.11.

(d) All records shall be maintained so as to permit the preparation of financial statements and reports in accordance with GAAP consistently applied and in accordance with procedures to be mutually agreed upon by Manager and the Business Board. Manager shall, as a Cost of Gaming Operations, direct the Enterprise to prepare and furnish to the Business Board and the Gaming Commission monthly financial statements and reports in accordance with Section 5.11; provided, however, that, in the event such financial statements and reports are not prepared by the Enterprise, they shall be prepared by Manager. Such financial statements and reports shall provide reasonable detail as requested by the Business Board and the Gaming Commission with respect to revenues and expenses of each department of the Enterprise. In addition, all Commercial Activities conducted within the Facility shall be subject to independent annual audits, and such audit shall include an audit of all contracts that result in purchases within any given Fiscal Year of supplies, services or concessions relating to the Tribe’s Commercial Activities of Twenty-Five Thousand Dollars ($25,000) or such greater amount as may be specified in the Tribe’s Gaming Ordinance in effect from time to time (but not including contracts for professional legal or accounting services). The Tribal Council shall cause such audits to be conducted by an independent certified public accounting firm with more than five (5) years experience in audits of Commercial Activities selected by the Tribal Council. The cost of such audits and audit reports (including the annual audit under Section 5.13) shall constitute a Cost of Gaming Operations. Manager shall make any reports or presentations to the Business Board as are reasonably requested by the Business Board. Nothing contained in the foregoing shall prohibit Manager from employing an internal auditor to perform ongoing audit functions necessary or useful to the operation of the Enterprise. Such internal auditor shall be a Cost of Gaming Operations.

2.7 Cash Monitoring; Policies and Procedures; Surveillance .

(a) The Gaming Commission shall adopt ordinances, regulations or standards which establish internal control standards which provide for a level of control which equals or exceeds the minimum internal control standards established by the NIGC from time to time.

(b) Manager shall develop systems, standards, policies and procedures for the Enterprise which are consistent with requirements of any internal control standards established by the Business Board or the Gaming Commission (the “Policies and Procedures”). The Business Board and the Gaming Commission shall have the right to approve the initial Policies

Exhibit 8-27

and Procedures developed by Manager and any material amendments or changes to such Policies and Procedures thereafter developed by Manager from time to time. Manager shall direct the Enterprise to implement and comply with the Policies and Procedures and shall direct Enterprise Employees and Manager Employees to comply with the Policies and Procedures; provided, however, that, except as set forth in Section 4.2, Manager shall not be liable to the Enterprise or the Tribe in the event any Enterprise Employee or Manager Employee fails to comply with the Policies and Procedures. The costs of implementing and complying with Policies and Procedures shall be a Cost of Gaming Operations. The Business Board or the Gaming Commission shall have the right to select and retain an auditor to review the adequacy of the Policies and Procedures prior to the Opening Date, and to review the Policies and Procedures from time to time after the Opening Date. The cost of any such review prior to the Opening Date shall be a Pre-Opening Expense and the costs of any such review after the Opening Date shall be a Cost of Gaming Operations.

(c) In consultation with the Business Board and the Gaming Commission, Manager shall direct the Enterprise to procure, install and operate a closed circuit television surveillance system to be used for monitoring the appropriate Commercial Activities of the Enterprise and such other activities as the Business Board or the Gaming Commission and Manager may agree upon from time to time.

2.8 Bank Accounts, Reserve Funds and Permitted Investments .

(a) Subject to Section 2.8(f), on or prior to the Opening Date, the Tribe, on behalf of itself and the Enterprise, and Manager shall execute the Blocked Account Agreement and establish and activate the Blocked Account(s) described therein. The Tribe, the Enterprise and Manager shall deposit all Gross Revenues daily into the Blocked Account(s) and shall take such actions and execute and deliver such agreements and instructions as shall be necessary or appropriate from time to time to ensure that all Gross Revenues continue to be deposited into the Blocked Account(s). Manager shall also establish other segregated bank accounts with the approval of the Business Board for the operation of the Enterprise (the “Enterprise Accounts”), which accounts must indicate the custodial nature of the accounts. The Blocked Account(s) and the Enterprise Accounts shall be established at such bank as the Business Board and Manager shall agree upon from time to time; provided, however, that such bank shall be organized under the laws of the United States of America or any state thereof; and provided, further, that such bank is a member of the Federal Deposit Insurance Corporation and has combined capital, profits and surplus of at least One Hundred Billion Dollars ($100,000,000,000). The funds in the Blocked Account(s) and the Enterprise Accounts shall be considered to be funds of the Enterprise and shall not be considered to have been distributed to the Tribe or to be available to the Tribe to be used for purposes unrelated to the Enterprise.

Exhibit 8-28

additional payees or for such additional purposes as the Business Board may approve from time to time, or (iv) if the Tribe or the Enterprise are in default of their obligations under this Agreement; provided, however, that the monies withdrawn by Manager are to be used only for the expenses of the Enterprise or payments or distributions pursuant to Section 5.12 or the other provisions of this Agreement. Except as set forth in the preceding sentence, the signature of the Business Board’s designated representative will also be required for withdrawals from the Blocked Accounts or the Enterprise Accounts. Cash withdrawals shall not be permitted except pursuant to policies drafted by Manager and approved by the Business Board. The authorized representatives of Manager for the purposes of this Section may include Manager Employees or Off-Site Manager Employees.

(c) Notwithstanding the foregoing, the Tribe and the Enterprise agree that, without requiring the signature of any member of the Business Board or its representative, Manager may, or may direct the Enterprise to, make or permit timely transfers between or among any of the Blocked Account(s) and, subject to the terms and provisions of any Facility Loan, any of the Enterprise Accounts, including, without limitation, transfers necessary or appropriate to facilitate the payment on behalf of the Enterprise of (i) Costs of Gaming Operations; (ii) required debt service on the Transition Loan and the Facility Loan, as well as any other third party loans to which Manager has consented in writing pursuant to the terms of this Agreement or any other agreement; (iii) the Minimum Guaranteed Monthly Payment; (iv) reimbursement of Minimum Guaranteed Payment Advances; (v) the Management Fee; (vi) any reasonable reserves created and approved by the Business Board and Manager; and (vii) payments to the Tribe pursuant to Section 5.12(a).

(d) Subject to the terms and provisions of any Facility Loan, Manager may direct the Enterprise to invest funds deposited in the Blocked Account(s) and the Enterprise Accounts in the following permitted investments: (i) a money market mutual fund registered under the Investment Company Act of 1940 that invests exclusively in (1) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States; (2) commercial paper having, at the time of acquisition, a rating of A-1 or P-1 or better from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively; or (ii) other investments as may be directed by Manager with the prior written consent of the Business Board.

(e) In order to secure the obligations of the Tribe and the Enterprise to Manager and its Affiliates under this Agreement and the other Transaction Documents, the Tribe and the Enterprise will, pursuant to a separate Security Agreement, grant to Manager a security interest in the Collateral Assets. By execution of this Agreement, the Tribe and the Enterprise shall be deemed to have agreed to the form of Security Agreement attached hereto. The Tribe and the Enterprise agree to execute and deliver to Manager the Blocked Account Agreement, the Security Agreement, financing statements applicable to the Collateral Assets, and such other amendments, agreements and financing statements which amend, supplement or supersede the Blocked Account Agreement, the Security Agreement and such financing statements, as Manager may reasonably request in order to confirm the creation, attachment and perfection of the security interest of Manager and its Affiliates in the Collateral Assets.

Exhibit 8-29

(f) Notwithstanding Section 2.8(e) above, or any other provision of this Agreement to the contrary, unless the Facility Loan Lenders otherwise agree in accordance with the terms of the Facility Loan, neither the Tribe nor the Enterprise shall be required to grant Manager any security interests in the Collateral Assets or any other assets during any time when a Facility Loan is outstanding. To the extent any such security interests are in place at the time when a Facility Loan is entered into, Manager shall release and terminate all such security interests (including all Security Agreements, Blocked Account Agreements, UCC financing documents and other documents and instruments creating or perfecting any such security interests) substantially concurrently with the closing of the Facility Loan.

2.9 Enforcement of Rights .

(a) Except as otherwise provided in Section 2.9(b), the Business Board and Manager shall mutually agree with respect to the handling of the defense, prosecution or settlement of civil disputes with third parties relating to activities conducted by the Enterprise, Enterprise Employees or Manager Employees or contracts or causes of action relating the Facility or the Enterprise. The Parties will assist and cooperate with each other with respect to such third-party disputes. All uninsured liabilities incurred or expenses incurred by the Tribe or Manager or any of the Affiliates, employees, officers, directors, members, shareholders, agents, representatives, successors or permitted assigns of any Party or its Affiliates in defending such claims by third parties or prosecuting claims against third parties shall be considered Costs of Gaming Operations.

(b) Manager may, in accordance with Manager’s good faith business judgment and without requiring the consent of the Business Board, settle and pay in the name of and on behalf of the Enterprise, the Tribe, Manager, Manager’s Affiliates or any of their respective employees, officers, directors, members, shareholders, agents, representatives, successors or permitted assigns any claims brought against such persons or entities arising out of or relating to Commercial Activities conducted by the Enterprise or other activities or transactions contemplated by this Agreement or the other Transaction Documents; provided, however, that, in the case of settlements which do not involve claims against Manager, its Affiliates or related persons, the total amount to be paid pursuant to the settlement is less than Two Hundred Fifty Thousand Dollars ($250,000) and the total amount to be paid pursuant to all settlements entered into in the applicable Fiscal Year is less than Three Million Dollars ($3,000,000); and provided, further, that, in the case of settlements which involve claims against Manager, its Affiliates or related persons, the total amount to be paid pursuant to the settlement is less than One Hundred Thousand Dollars ($100,000) and the total to be paid pursuant to all such settlements in the applicable Fiscal Year is less than Seven Hundred Fifty Thousand Dollars ($750,000). The Business Board may increase the foregoing amounts in its discretion. The Manager shall not enter into settlements which exceed the applicable threshold amounts without the consent of the Business Board unless, in the case of claims brought against Manager, its Affiliates or related persons, Manager or its Affiliates agree to pay the excess over the threshold amount from funds of Manager or its Affiliates and not from funds of the Enterprise.

Exhibit 8-30

the Enterprise and may, in their discretion, have such services provided on a contractual basis by local fire and police departments. The Parties agree that the costs of any fire, safety or law enforcement protection services shall be Costs of Gaming Operations and, if provided by a department of the Tribe, shall not exceed the actual cost to the Tribe of providing such services.

2.11 Timely Payment of Costs of Gaming Operations . Manager shall be responsible for directing the Enterprise to pay Costs of Gaming Operations on behalf of the Enterprise from the bank account(s) established pursuant to Section 2.8 so as to avoid any late-payment penalties (except those incurred as a result of good faith payment disputes or the failure of the Business Board or its designated representative to timely approve such payments, if required) to the extent funds of the Enterprise are available; provided, however, that payment of all such costs (and taxes or similar payments arising from Enterprise operations) shall be solely the legal responsibility of the Enterprise.

2.12 Acquisition of Equipment .

(a) All equipment shall be acquired by the Tribe or the Enterprise or by Manager, acting as agent for the Tribe or the Enterprise, from distributors and manufacturers approved by the Business Board or, if required, licensed by the Gaming Commission.

(b) All acquisitions of new Furnishings and Equipment after the Opening Date shall be purchased or leased by the Tribe or the Enterprise at the direction of Manager, as agent for the Tribe or the Enterprise, under market terms and conditions, unless otherwise agreed to by the Business Board.

(c) The Business Board and Manager shall mutually agree upon the number and type of gaming devices and related hardware and software to be acquired by the Enterprise and operated at the Facility. The Business Board and Manager shall mutually agree upon the type and performance characteristics of any gaming systems acquired by the Enterprise and operated at the Facility which may be or are intended to be operated as Class II Gaming.

2.13 Hours of Operation . Manager shall establish the operating days and hours of the Facility and the Enterprise, which, unless otherwise agreed by Manager and the Business Board, shall be seven (7) days per week and twenty-four (24) hours per day.

2.14 Access to Facility . Manager shall, and shall direct the Enterprise to, provide immediate access at all times to those locations within the Facility which operate the Enterprise’s Commercial Activities for those members of the Business Board or the Gaming Commission who are authorized by the Business Board or the Gaming Commission, as applicable, to access such locations.

2.15 Advertising . Manager shall, on behalf of the Tribe or the Enterprise, contract for and place advertising, subject to prior approval of the general concepts of the advertising by the Business Board. Advertising costs will be included in the Annual Operating Budgets prepared in accordance with Section 5.3.

Exhibit 8-31

2.16 Maintenance . Manager will direct the Enterprise to cause the Facility to be repaired and maintained and operated in a clean, good and orderly condition. Repairs and maintenance will be paid as Costs of Gaming Operations.

2.17 Effective Date; Term .

(a) Notwithstanding the date of signature of the Parties, this Agreement shall become effective automatically (without need of amendment, ratification or other action of the Parties) upon the approval of this Agreement by the Chairman of the NIGC (the “Effective Date”). Unless sooner terminated as provided in Article 6, this Agreement shall expire on the seventh (7th) anniversary of the Commencement Date; provided, however, that the term and expiration date of this Agreement may be extended as provided in Section 6.6.

(b) The Tribe shall use its best efforts to promptly cause any of the following events to occur which have not occurred as of the Effective Date: (i) the approval by the Chairman of the NIGC of this Agreement and any Transaction Document or other agreement which is a collateral agreement to this Agreement which requires the approval of the Chairman of the NIGC in order to not be void under IGRA, or a determination by the NIGC that such approval is not required in order for this Agreement, such Transaction Document or such other collateral agreement to not be void under IGRA; (ii) the approval of this Agreement or any Transaction Document by the Secretary of the Interior which requires such approval or a determination by the Secretary that such approval is not required; (iii) the issuance by the Solicitor’s Office of the Department of the Interior or the Office of the General Counsel of the NIGC of an opinion or determination that the Site constitutes “Indian lands” within the meaning of the IGRA and is eligible for the conduct of Gaming pursuant to Section 20 of the IGRA; (iv) the approval by the Chairman of the NIGC of the Gaming Ordinance; or (v) issuance by the Gaming Commission to Manager, any of its Affiliates or any Manager Employees of all applicable license(s) required by the Gaming Ordinance or any Gaming Commission regulations.

2.18 Access to Property . The Tribe agrees that Manager, its Affiliates and any Manager Employees shall peaceably have complete access to and presence on the Site and in the Facility in accordance with the terms of this Agreement, free from molestation, eviction and disturbance by the Tribe or by any other person or entity; provided, however, that such right of access to and presence on the Site and in the Facility shall cease upon the expiration or termination of this Agreement pursuant to its terms; and provided, further, that such right to access and presence on the Site and in the Facility shall not be considered to be a transfer, conveyance, mortgage, charge, lien, encumbrance, right of entry, liability to real property, right, title or interest in or to the Site or any other land or real property; and provided, further, that, if Manager’s license is revoked by the Gaming Commission, Manager’s access and presence on the Site and in the Facility shall be limited to recovery of Manager’s books, records and personal property and shall be terminated thereafter.

Exhibit 8-32

time who shall, in any event, always be fewer in number than the number of voting members appointed by the Authority from time to time (the “Manager Representatives”). Upon the request of the Tribal Council, members of the Tribal Council who are not members of the Business Board may attend, but may not vote at, meetings of the Business Board. By execution of this Agreement, and subject to the terms of the Authority Statute, each of the Tribe and the Authority acknowledge and agree that, without requiring any further action or resolution by it or any of its Affiliates, (i) the Business Board, upon its creation, shall have the power of the Tribe and the Authority with respect to all matters relating to this Agreement, the Transaction Documents, the Facility and the Enterprise, and (ii) actions and directions of the Business Board shall be, and shall be deemed to be, actions and directions of the Tribe and the Authority and shall bind the Tribe and the Authority; provided, however, that the Business Board shall not have authority to waive the sovereign immunity of the Tribe or the Enterprise except pursuant to authority delegated by the Tribe to the Business Board in accordance with the Constitution of the Tribe and other applicable Tribal law. The Business Board shall meet as necessary to ensure timely decision-making. Any travel or similar expenses incurred by the Tribal Representative members of the Business Board acting in their capacities as members of the Business Board shall be deemed to constitute a Cost of Gaming Operations. Any compensation to be paid to the Tribal Representatives of the Business Board, acting in their capacities as members of the Business Board, shall be borne by the Tribe and shall not constitute Costs of Gaming Operations or other expenses of the Enterprise. Any expenses or compensation to be paid to the Manager Representatives, acting in their capacities as members of the Business Board, shall be borne by Manager and shall not constitute Costs of Gaming Operations or other expenses of the Enterprise.

2.20 Business Board Meetings .

(a) A regular monthly meeting of the Business Board is to be held at such places and at such times as the Business Board shall determine. Every six (6) months, the Business Board shall distribute a set of meeting times and dates for the next six (6) months. Special meetings of the Business Board may be held whenever and wherever called for by at least two (2) members. Two (2) Tribal Representatives and two (2) Manager Representatives shall constitute a quorum for the transaction of business at any meeting of the Business Board. The Business Board shall appoint a Chairperson and Vice-Chairperson who shall serve two year terms, which terms may be renewed. The appointed Chairperson shall cause a written agenda to be sent to each member of the Business Board for each regularly scheduled meeting and special meeting, at least twenty-four (24) hours in advance of the meeting. The Vice-Chairperson shall conduct the Business Board meetings when the Chairperson is absent or unable to do so.

(b) Once the regular meeting is set by the Business Board, no notice need be given of regular meetings of the Business Board. Notice of the time and place of any special meeting shall be given at least twenty-four (24) hours prior to the meeting. Any member may waive notice of any meeting and any adjournment thereof at any time before, during, or after it is held. Except as provided in the next sentence below, the waiver must be in writing, signed by the member entitled to the notice, and filed with the minutes of the Business Board. The attendance of a member at, or participation of a member in, a meeting shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting (or promptly upon

Exhibit 8-33

his/her arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.

(c) If a quorum is present when a vote is taken, the affirmative vote of the majority of the voting members of the Business Board present shall be the act of the Business Board. The non-voting members of the Business Board may participate in the deliberations of the Business Board, but shall not vote with respect to actions of the Business Board.

(d) Any or all members of the Business Board may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating may simultaneously hear and communicate with each other during the meeting, in which case any required notice of the meeting may generally describe the arrangements (rather than or in addition to the place) for the holding thereof. A member participating in a meeting by this means is deemed to be present in person at the meeting.

(e) Any action required or permitted to be taken by the Business Board at a meeting may be taken without a meeting if the action is taken by unanimous written consent of the voting members as evidenced by one (1) or more written consents describing the action taken, signed by each voting member, and a copy of such consent is provided to each non-voting member. Action taken by consent is effective when the last voting member signs the consent and the last non-voting member is provided a copy of the consent, unless the consent specifies a different effective date. Any such consent has the effect of a meeting vote and may be described as such in any document.

2.21 Tribal Laws .

(a) The Tribe covenants that the provisions of any Tribal or Tribal Affiliate laws, rules or regulations and any amendments to the foregoing will be enacted in a legitimate and good faith effort to protect the environment, public health and safety, the integrity of Commercial Activities, and to otherwise fulfill the purposes of this Agreement. In the event that the Tribe or its Affiliates are required to adopt or enforce a law, ordinance or regulation to protect the environment, public health and safety or the integrity of the Commercial Activities which materially and adversely affect Manager’s rights, benefits or obligations under this Agreement in a manner that is disproportionate to the adverse economic consequences suffered by the Tribe, the Tribe shall indemnify and reimburse Manager in such amount as will restore to Manager the proportionate Management Fee and other economic benefits under this Agreement to which Manager would have been entitled had such action not been taken by the Tribe.

(b) In the event the Tribe or any of its Affiliates adopts any Tribal or Tribal Affiliate law, rule, regulation, ordinance or resolution, or any amendments to the foregoing not required to be adopted pursuant to federal or State law which would adversely affect the Enterprise’s ability to succeed in the marketplace or which would adversely affect Manager’s rights under this Agreement, the Transaction Documents or any related agreement, the Tribe agrees to make a payment to Manager as of the date of adoption in an amount which would compensate Manager for its economic damages and losses and would place or restore Manager to the economic position it would have enjoyed if such law, rule, regulation, ordinance, resolution or amendment had not been adopted, plus a Late Payment Charge on the outstanding

Exhibit 8-34

balance of such amount, compounded monthly, for the period from the date of adoption until the date of payment.

(c) The Tribe shall give Manager at least ten (10) business days’ notice of the proposed provisions and adoption of any Tribal or Tribal Affiliate law, rule or regulation, any amendments to the foregoing, or any other Tribal governmental action affecting the Facility, the Enterprise, this Agreement, any Transaction Document, the Transition Loan, the Facility Loan or any rights hereunder or thereunder.

2.22 Best Efforts; Covenant of Good Faith and Fair Dealing . The Tribe and Manager agree to use their best efforts and to act in good faith in dealing with one another. Manager and the Tribe hereby specifically warrant, represent and covenant to each other that neither shall act in any manner which would cause this Agreement to be altered, amended, modified, canceled, or voided without the consent of the other. The Tribe and Manager further agree that they shall take all actions necessary to ensure that this Agreement shall remain in full force and effect at all times and will fully cooperate with each other in achieving the goals of this Agreement.

2.23 Compliance with Financing Agreements . The Tribe, Manager and their respective Affiliates, if applicable, shall comply with the affirmative and negative covenants which they made in the Transition Loan, the Facility Loan and any documents relating thereto.

2.24 Affiliates . The Tribe shall, and shall cause its Affiliates to, comply with and act in a manner consistent with this Agreement. The provisions of this Agreement shall bind the Tribe’s Affiliates, including, without limitation, the Business Board, the Gaming Commission, the Enterprise or any other agency, instrumentality or subdivision of the Tribe, as if such entity had executed this Agreement. Upon the request of Manager, the Tribe shall cause such entities to execute and deliver such joinder or similar agreement as Manager may reasonably request.

2.25 Tribal Licenses . The Tribe and the Gaming Commission shall grant any application for a Tribal gaming license if the applicant complies with the licensing standards stated in the Gaming Ordinance. The Tribe or the Gaming Commission shall act in good faith and shall not unreasonably or without good cause delay, deny, qualify, condition, suspend, revoke, withdraw, terminate or fail to renew such licenses as it is authorized to grant. The Tribe or its Affiliates shall not take or fail to take any Tribal Governmental Action which is adverse to the interests of Manager, any Manager Affiliate or their respective officers, directors, managers, shareholders, members or employees (including, without limitation, any Manager Employee or Off-Site Manager Employee) or which conflicts or is inconsistent with the Gaming Ordinance in effect as of the Effective Date or any Legal Requirements. The Tribe and its Affiliates, including the Gaming Commission, shall be deemed to have waived sovereign immunity in connection with any proceeding, hearing or appeal contemplated by the Gaming Ordinance in effect as of the Effective Date or any Legal Requirement or any action to compel, or enforce any determination of, the foregoing; provided, however, that such waiver does not modify the provisions of Section 10.3(k). Except for Tribal gaming licenses to be issued by the Gaming Commission to any Manager Employees to the extent required under the Gaming Ordinance, the Tribe acknowledges and agrees that Manager, Manager’s Affiliates or their respective officers, directors, managers, shareholders, members and employees shall not be required to obtain any license, permit or approval from the Tribe, the Gaming Commission or any other Affiliate of the

Exhibit 8-35

Tribe in order for Manager to retain its rights or perform its obligations under this Agreement or such other persons or entities to support Manager in performing its obligations under this Agreement. Any action or failure to act by the Tribe’s Affiliates (including, without limitation, the Gaming Commission) shall be deemed for all purposes to be an action or failure to act by the Tribe for which the Tribe shall be responsible pursuant to the terms of this Agreement.

2.26 Taxes .

(a) If the State of California or any local government attempts to impose any tax, including, without limitation, any possessory interest tax, upon any Party to this Agreement or its Affiliates with respect to the Enterprise, the Facility or the Site, the Enterprise, in the name of the appropriate party or parties in interest, shall resist such attempt through legal action. This Section 2.26(a) shall in no manner be construed to imply that any Party to this Agreement or the Enterprise is liable for any such tax.

(b) The Tribe agrees that neither it nor any agent, agency, Affiliate or representative of the Tribe will impose any taxes, fees, assessments or other charges of any nature whatsoever on payments of any debt service to any Lender, Manager or any of their Affiliates, or on the Enterprise, the Facility, the revenues therefrom or the Management Fee or other payments due Manager under this Agreement or any Transaction Document. Unless otherwise agreed by Manager, the Tribe and any agent, agency, Affiliate or representative of the Tribe will not impose any taxes, fees, assessments or other charges of any nature whatsoever on the salaries or benefits of, or dividends paid to, any of Manager’s or its Affiliates’ stockholders, officers, directors, or employees, or any of the employees of the Enterprise; or any provider of goods, materials or services to the Enterprise or upon any patron of the Enterprise; provided, however, that the Tribe may impose a nondiscriminatory sales, use, excise or other tax on patrons of the Facility or the Enterprise to the extent that it is a substitute for a similar tax then charged by the State or the local government whose boundaries include the Site but which is not applicable to the Site, or transactions taking place on the Site, and the tax is no greater than the avoided taxes that would have been charged by the State or local government. In addition to its rights under Article 6, Manager retains the right to terminate this Agreement and all related agreements if it reasonably determines that any statute, law, code or regulation of the Tribe renders operation of the Enterprise, or any component thereof, uncompetitive. The Tribe agrees that, although it has the power to do so, it recognizes the importance of remaining competitive, and therefore it will not levy or assess any tax upon the sale of goods or services by the Enterprise except as permitted by this Section. If any taxes, fees or assessments are levied by the Tribe or its Affiliates which are inconsistent with the terms of this Section, the Tribe shall indemnify and hold harmless the payers of any such taxes, fees or assessments which are paid. The provisions of this Section shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

Exhibit 8-36

code ordinance, a public health, safety and welfare standards ordinance, a labor ordinance, and an environmental ordinance. In the event that, after receiving a request from Manager, the Tribe or any of its Affiliates fails to adopt any such laws, rules, regulations, ordinances or resolutions on a timely basis, the Tribe agrees to make a payment to Manager in an amount which would compensate Manager for its economic damages and losses and would place or restore Manager to the economic position it would have enjoyed if such law, rule, regulation, ordinance, resolution or amendment had been adopted on a timely basis, plus a Late Payment Charge on the outstanding balance of such amounts, compounded monthly, for the period from the date of Manager’s request until the date of payment.

2.28 Standard of Care . The standard of care which shall apply to Manager in the performance of its obligations under this Agreement shall be reasonable efforts of a manager managing a similar project or facility.

2.29 Management Exclusivity . Prior to the expiration or termination of this Agreement, the Tribe agrees that, without the prior and express consent of Manager, the Tribe, any Tribal Affiliate, any member of the Tribal Council or the Tribe or any of their respective agents or representatives shall not, directly or indirectly, (i) enter into any discussions, negotiations, arrangements, understandings or agreements with any person or entity other than Manager or any Manager Affiliate regarding such person or entity assisting the Tribe or the Enterprise in the operation or management of the Enterprise (other than communications between the Tribe or the Gaming Commission and the NIGC or law enforcement authorities and communications between the Tribe or the Gaming Commission and background investigators, independent auditors or attorneys solely in connection with the provision of investigative, auditing or legal services, as applicable, to the Tribe or the Gaming Commission), or (ii) operate or manage the Enterprise itself or themselves without the services of Manager. The Tribe represents and warrants that, prior to the date of this Agreement, the Tribe and any Tribal Affiliates have not entered into any communications, discussions, negotiations, arrangements, understandings or agreements referenced in this Section. After the date of this Agreement, the Tribe agrees to disclose any communications, discussions, negotiations, arrangements, understandings or agreements which occur in violation of the provisions of this Section immediately upon discovery of their occurrence. Notwithstanding the foregoing provisions of this Section, upon the termination of this Agreement or during the period commencing nine (9) months prior to the expiration of this Agreement, the Tribe may, without the consent of Manager, enter into communications, discussions, negotiations, arrangements, understandings or agreements with third parties regarding such person or entity assisting the Tribe or the Enterprise in the operation or management of the Enterprise; provided, however, that, during the period prior to the expiration of this Agreement, the Tribe provides Manager with prior written notice of such communications, discussions, negotiations, arrangements, understandings or agreements.

Exhibit 8-37

version of this Agreement to any governmental authorities Manager may request, (ii) address and resolve any issues raised by such governmental authorities, and (iii) cause such governmental authorities to approve such amendment or restated version of this Agreement or issue a determination that such approval is not required.

ARTICLE 3

EMPLOYMENT MATTERS; OTHER COVENANTS

3.1 Manager’s Responsibilities for Employees .

(a) Manager shall have, subject to any applicable provisions of Enterprise Employee Policies, the exclusive responsibility and authority to direct the selection, hiring, training, promotion, control and discharge of all Enterprise Employees. All Enterprise Employees shall be employees of the Tribe or the Enterprise.

(b) Manager shall have the exclusive responsibility and authority to direct the selection, hiring, training, promotion, control and discharge of all Manager Employees and Off-Site Manager Employees without such actions being subject to Enterprise Employee Policies or any involvement of the Business Board or any other Affiliate of the Tribe, except for any requirements of the Gaming Commission for Manager Employees to undergo background investigations and/or obtain gaming licenses. All Manager Employees or Off-Site Manager Employees shall be employees of Manager or its Affiliates.

(c) The terms of employment of all Enterprise Employees, Manager Employees and Off-Site Manager Employees shall comply with all Legal Requirements.

3.2 Enterprise Employee Policies . Manager shall prepare a draft of personnel policies and procedures (the “Enterprise Employee Policies”) which shall include a job classification system with salary levels and scales and grievance procedure. Disputes regarding any terms of employment with respect to any Enterprise Employee and Manager shall first be resolved through the Enterprise Employee Policies. Any dispute that cannot be resolved through the Enterprise Employee Policies shall be submitted to an employee review board for resolution in accordance with applicable Tribal Law. Such Enterprise Employee Policies shall be subject to approval by the Business Board. The Enterprise Employee Policies shall include a grievance and dispute resolution procedure in order to establish fair and uniform standards for the Enterprise Employees which include procedures for the initiation and resolution of disputes between Enterprise, the Tribe, Manager, any Affiliate of Manager or any Manager Employee, on one hand, and any Enterprise Employee, on the other hand. The Enterprise Employee Policies and any amendments thereto shall not be effective unless they are approved by the Business Board. The Enterprise Employee Policies shall not be applicable to Manager Employees or Off-Site Manager Employees unless expressly agreed in writing by Manager.

Exhibit 8-38

Affiliates shall only be reimbursed for the actual Compensation and expenses incurred relating to such Manager Employees and the services they provide without any additional fee, mark-up or premium. The amount of such reimbursements shall be Costs of Gaming Operations and shall be included in the Annual Operating Budget approved by the Business Board.

3.4 Off-Site Manager Employees . Subject to the Business Board’s approval of such costs in the Annual Operating Budget or as otherwise agreed in writing by the Business Board, Manager shall have the right to use employees of Manager or its Affiliates not located at the Facility to provide services to the Enterprise (“Off-Site Manager Employees”). Upon the request of the Business Board, Manager shall cause the Enterprise to hire full-time employees or third parties to perform functions which have been or could be performed by Off-Site Manager Employees if the Business Board and Manager agree that hiring a full-time Enterprise Employee would result in less cost to the Enterprise than using Off-Site Manager Employees to perform the same or similar functions. The Enterprise shall reimburse and pay Manager or its Affiliate an amount equal to a pro-rated portion of the expenses and costs (including, but not limited to, Compensation, salaries, benefits, pension, retirement or similar benefits) which are related to such Off-Site Manager Employees and the services they provide, plus business expenses associated with providing services to the Tribe or the Enterprise, including, without limitation, travel, meals and lodging for business trips to the Facility or other locations necessary to perform services for the Enterprise. The amounts of such reimbursements shall be Costs of Gaming Operations and the budget for such amounts shall be included in the Annual Operating Budget approved by the Business Board. The amounts which the Enterprise shall pay Manager or its Affiliates for the services of such Off-Site Manager Employees shall be based on the same allocation formula and other reimbursement amounts, policies and procedures which Manager or its Affiliates use in allocating and obtaining reimbursement for the services provided by such Off-Site Manager Employees to other facilities or enterprises owned or managed by Manager and its Affiliates. Manager or its Affiliates shall not receive reimbursement for salary or benefits related to Off-Site Manager Employees of Manager’s parent who have the level of seniority of Senior Vice President or above. Off-Site Manager Employees who are not “key employees” or “primary management officials” within the meaning of IGRA shall not be required to obtain gaming or other licenses from the Gaming Commission, provided that they hold a gaming license issued by a state gaming commission or, if not required to obtain a gaming license from any state gaming commission in order to perform their responsibilities for Manager or its Affiliates, have passed such internal background investigation as Manager or its Affiliates may conduct from time to time.

3.5 No Manager Wages or Salaries . Except as otherwise provided in Sections 3.3 and 3.4, neither Manager nor its Affiliates nor any of their respective officers, directors, shareholders, or employees shall be compensated by wages or other payments paid by the Enterprise for any work which they perform for the Enterprise, except for the Management Fee to be paid to Manager hereunder.

3.6 Costs of Gaming Commission . The Parties acknowledge and agree that (i) the costs and expenses of the operation of the Gaming Commission are costs and expenses of the Tribe performing a governmental function which shall be paid for pursuant to appropriations by the Tribe to the Gaming Commission, and (ii) such costs and expenses are not operating expenses of the Enterprise. The Parties have nevertheless agreed that the costs and expenses of

Exhibit 8-39

the Gaming Commission up to a maximum amount of One Million Two Hundred Thousand Dollars ($1,200,000) per Fiscal Year shall be deemed to be included within the definition of the term “Deductable Non-Enterprise Costs” for the purposes of calculating the Management Fee under this Agreement. The figure of One Million Two Hundred Thousand Dollars ($1,200,000) shall be pro-rated for any partial Fiscal Year during the term of this Agreement.

3.7 Employee Background Investigations . An appropriate background investigation shall be conducted by the Gaming Commission in compliance with all Legal Requirements, to the extent applicable, on each applicant for employment as soon as reasonably practicable. No individual whose prior activities, criminal record, if any, or reputation, habits and associations are known to pose a threat to the public interest, the effective regulation of Gaming, or to the gaming licenses of Manager or any of its Affiliates, or to create or enhance the dangers of unsuitable, unfair or illegal practices and methods and activities in the conduct of Gaming, shall knowingly be employed by Manager, the Tribe or the Enterprise. The background investigation procedures employed shall satisfy all regulatory requirements. Any cost associated with performing such background investigations shall constitute a cost of the Gaming Commission and not a Cost of Gaming Operations. Manager shall pay the fees associated with the background investigation by the NIGC of Manager and its Affiliates and such fees shall not constitute Costs of Gaming Operations or other expenses of the Enterprise.

3.8 Indian Preference, Recruiting and Training . In order to maximize the benefits of the Enterprise to the Tribe, Manager shall, to the extent permitted by applicable law (including, but not limited to, the Indian Civil Rights Act, 25 U.S.C. §§ 1301 et seq. ), direct the Enterprise to give preference in recruiting, training and employment in all job categories of the Enterprise to members of the Tribe qualified for the position if and as required in any duly enacted Tribal member preference ordinance adopted by the Tribe. Manager shall direct the Enterprise to:

(a) conduct job fairs and skills assessment meetings for Tribal members;

(b) abide by any duly enacted Tribal member preference ordinance;

(c) in consultation with and subject to the approval of the Business Board, develop a management training program for Tribal members or individuals selected by the Business Board, which program shall commence no later than ninety (90) days before the scheduled Opening Date and shall be structured to provide appropriate training for those participating to assume full managerial control of the Enterprise and the Facility at the conclusion of the term of this Agreement; and

(d) whenever reasonably possible, fill Enterprise Employee positions with a member of the Tribe who has demonstrated skills and abilities to perform the tasks to be undertaken in an acceptable manner and can satisfy the reasonable bonding requirements of Manager. Final determination of the qualifications of Tribal members and all other persons for employment shall be made by Manager, subject to any licensing requirements of the Gaming Commission.

3.9 Discipline of Enterprise Employees . With the exception of Manager Employees and Off-Site Manager Employees, Manager will direct the Enterprise to act in accordance with

Exhibit 8-40

the Enterprise Employee Policies with respect to the hiring, training, discharge, demotion or discipline of any Enterprise Employee. Manager shall retain sole discretion with respect to the hiring, training, discharge, demotion or discipline of any Manager Employee or Off-Site Manager Employee; provided, however, that the revocation, suspension or denial of a Manager Employee’s license shall remain under the authority of the Gaming Commission, subject to the applicable provisions of the Gaming Ordinance, any Legal Requirements and this Agreement.

3.10 Conflict of Interest .

(a) Manager covenants that it will not unduly interfere with, or attempt to influence the internal affairs or government decisions of, the Tribe for its gain or advantage.

(b) Manager hereby certifies that no payments have been made or will be made in the future by Manager to any Tribal official, member of the Tribal Council, relative of any Tribal official or Tribal government employee for the purpose of obtaining any special privilege, gain, advantage or consideration for Manager, except for the fees payable to the Tribe pursuant to this Agreement or the Tribe’s Affiliates in the normal course of business; provided, however, that nothing in this provision shall prohibit Manager from making contributions to community organizations associated with the Tribe or to the Tribe for the purpose of funding community activities.

(c) No member or official of the Tribal Council, the Business Board or any other Affiliate of the Tribe may be employed by Manager or have a direct or indirect financial interest in this Agreement. Members or officials of the Tribal Council, the Business Board, or the Gaming Commission shall not be eligible for employment at the Facility or the Enterprise, but will be eligible to enter into contracts for the provision of goods or services for the Facility and the Enterprise.

3.11 Participation in Tribe Functions . Manager acknowledges that personnel who are members of the Tribe have cultural and religious responsibilities to perform in regard to Tribal rituals and similar activities. Manager will schedule working hours and take other actions, with the assistance and advice of the Business Board, to accommodate Tribal members in performing these responsibilities without affecting their employment status or position.

3.12 Alcoholic Beverages and Tobacco Sales . During the term of this Agreement, alcoholic beverages shall be sold and served at the Facility in accordance with Legal Requirements. The Parties acknowledge that enabling Tribal legislation for the sale of alcoholic beverages is required, and that such legislation will be necessary in order to serve alcoholic beverages at the Facility. The Tribe agrees to enact and perfect such legislation, and use best efforts to obtain any and all other requisite approvals as soon as possible, including, without limitation, publication of such legislation governing the sale of alcoholic beverages in the Federal Register, pursuant to 18 U.S.C. §1154 and §1161, but in no event later than thirty (30) days prior to the Opening Date. The Tribe and Manager hereby mutually agree to include service of such beverages within the Facility. Tobacco shall also be sold at the Facility, subject to and in accordance with the Tribe’s licensing requirements, if any.

Exhibit 8-41

3.13 No Liens or Encumbrances . During the term of this Agreement, the Tribe shall not act in any way whatsoever, either directly or indirectly, to cause or suffer any person or entity to hold a security interest, lien or encumbrance on the Enterprise, the assets of the Enterprise, the Site or the Facility, other than security interests in the Collateral Assets in favor of Manager, Manager’s Affiliates or Lender, or to allow any person or entity to obtain any interest in this Agreement without the prior written consent of Manager. The Tribe and Manager (to the extent within Manager’s control) shall keep the Enterprise, the personal property assets of the Enterprise, the Site and the Facility free and clear of all enforceable mechanics’ and other liens resulting from the construction of the Facility and all other enforceable liens which may attach to the Enterprise, the personal property assets of the Enterprise, the Site or the Facility. If any such lien is claimed or filed, it shall be the duty of the Tribe to discharge, or cause the Enterprise to discharge, the lien within thirty (30) days after having been given written notice of such claim, either by payment to the claimant, by the posting of a bond into court of the amount necessary to relieve and discharge the Enterprise, the assets of the Enterprise, the Site or the Facility from such claim, or in any other manner which will result in the discharge or stay of such claim, and Manager is authorized to act on behalf of the Tribe or the Enterprise to discharge any liens. Notwithstanding the foregoing, the Tribe and the Enterprise shall have the right to grant a security interest in the Collateral Assets to Lender to secure the Tribe and the Enterprise’s obligations to Lender under the Transition Loan or Facility Loan documents. Notwithstanding the foregoing, the Tribe and the Enterprise agree to execute and deliver to Manager the Blocked Account Agreement, the Security Agreement and such other agreements and instruments in favor of Manager or its Affiliates as Manager may reasonably request to confirm, create, attach or perfect any security interest required to be granted to Manager pursuant to Section 2.8.

3.14 Additional Tribal Covenants . The Tribe further covenants and agrees as follows:

(a) The Tribe shall not permit the Business Board or the Enterprise to sell, lease, transfer or otherwise dispose of any of the Enterprise properties or assets of the Enterprise, or purchase any property or assets from, or enter into or make any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Tribe, any members of the Tribe or any entity wholly or partially owned by any member of the Tribe (each of the foregoing, an “Affiliate Transaction”), unless (i) such Affiliate Transaction is on terms that are no less favorable to the Tribe or the Enterprise than those that would have been obtained in a comparable transaction by the Tribe or the Enterprise with an unrelated person or entity, and (ii) the Business Board delivers to Manager with respect to any Affiliate Transaction involving aggregate payments in excess of $100,000 a resolution adopted by a majority of the disinterested members of the Business Board approving such Affiliate Transaction and certifying that such Affiliate Transaction complies with clause (i) above, and, with respect to any Affiliate Transaction involving aggregate payments in excess of $1 million, a written opinion as to the fairness to the Tribe or the Enterprise from a financial point of view issued by an independent financial advisor with assets in excess of $1 billion.

(b) The Tribe shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) the existence in accordance with the respective organizational, statutory, constitutional or legal documents (as the same may be amended from time to time) of the Tribe, the Gaming Commission and the Enterprise and (ii) all rights, licenses and franchises of the Tribe and the Enterprise.

Exhibit 8-42

(c) The Tribe covenants to use its best efforts to obtain and retain in full force and effect at all times all federal, state, local and Tribal licenses, certificates and authorizations (including, but not limited to, gaming licenses, licenses for the sale of alcoholic beverages and licenses of the Facility) which may be necessary or desirable for the occupancy of the Facility or the operation of the Enterprise; provided, that, if, in the course of the exercise of its governmental or regulatory functions, the Tribe is required to condition, suspend or revoke any consent, permit or license or close or suspend any operation of any part of the Facility or the Enterprise as a result of any noncompliance with Legal Requirements, the Tribe and the Enterprise will use their best efforts to promptly and diligently correct such noncompliance so that the Facility and the Enterprise will be opened and fully operating.

(d) Within thirty (30) days following the Tribe’s establishment of any Tribal Court in accordance with all applicable Legal Requirements, the Tribe, upon the request of Manager, shall file an action with such Tribal Court seeking the entry of a stipulated declaratory judgment upholding the validity and enforceability of this Agreement and the Transaction Documents, the form of which will be mutually agreed to by the Tribe and Manager. The Tribe represents and warrants that, once established, the Tribal Court will have full authority under the Tribe’s Constitution and laws to enter an order upholding the validity and enforceability of this Agreement and the Transaction Documents, and to enter orders prohibiting the impairment of contracts and requiring due notice of any proposed changes of any such contracts, including, without limitation, this Agreement and all of the other Transaction Documents.

(e) The Tribe agrees that the Enterprise shall not develop, construct or otherwise engage in an expansion or major renovation of the Facility after the Facility is initially completed unless the Tribe agrees to amend this Agreement and the other Transaction Documents in such manner as Manager may reasonably request in order to ensure that Manager continues to enjoy substantially the same economic and other rights and benefits under this Agreement and the other Transaction Documents as Manager would have enjoyed if the expansion or major renovation did not occur.

(f) The Tribe and the Enterprise shall not enter into or refinance the Facility Loan, any loan to the Enterprise or any agreement which grants a security interest in any Collateral Assets without the prior approval of Manager, which approval Manager may withhold or condition in its discretion.

(g) The Tribe and the Enterprise shall not lease or encumber all or any portion of the Collateral Assets which are used by the Enterprise without the prior approval of Manager, which approval Manager may condition or withhold in its discretion.

(h) The Tribe agrees to adopt such secured transactions law or ordinance as Manager or Lender may reasonably request in order to clarify issues related to secured transactions involving the Tribe, its Affiliates or assets located on Indian Lands of the Tribe.

(i) The Tribe shall make all payments and perform all obligations in accordance with the terms of the documents evidencing and relating to the Transition Loan and the Facility Loan.

Exhibit 8-43

(j) The Tribe shall segregate the assets and liabilities of the Enterprise from the assets and liabilities of the Tribe, any Other Entities or any other Affiliates of the Tribe (other than, in each case, any Non-Gaming Enterprise). Without limiting the generality of the foregoing, the Tribe shall (i) not commingle assets of the Enterprise with the assets of the Tribe, any Other Entities or any other Affiliates of the Tribe (other than, in each case, any Non-Gaming Enterprise), (ii) not voluntarily comingle liabilities of the Enterprise with the liabilities of the Tribe, any Other Entities or any other Affiliates of the Tribe (other than, in each case, any Non-Gaming Enterprise), (iii) identify and record in appropriate books and records assets and liabilities as assets or liabilities of the Enterprise, the Tribe, any Other Entities or any other Affiliates of the Tribe, as the case may be, and (iv) maintain separate accounting books and records and financial statements for the Enterprise, the Tribe, any Other Entities or other Affiliates of the Tribe, as the case may be; provided that, notwithstanding the foregoing, a single set of accounting books and records and financial statements may be maintained for the Enterprise and any Non-Gaming Enterprise.

(k) The Tribe and its Affiliates will not take any position in any court, proceeding or other forum which is inconsistent with the representations and warranties set forth in this Agreement.

(l) The Tribe and the Enterprise agree that, unless Manager otherwise consents, they shall act in good faith and use their best efforts to negotiate and enter into a Facilities Loan which (i) permits the repayment of the Transition Loan from the first proceeds of the Facility Loan, and (ii) permits prepayment of the Facilities Loan at any time and without penalty. Unless Manager otherwise consents, which consent Manager may condition or withhold in its discretion, the Tribe and the Enterprise shall not enter into or amend the Facilities Loan and the Tribe shall (i) pay the Transition Loan in full from the first proceeds received from the Facility Loan, (ii) in the event that, for any reason, the Tribe or the Enterprise do not pay the Transition Loan in full from the first proceeds received from the Facility Loan, the Tribe or the Enterprise shall, subject to the terms of the Facility Loan, pay the Transition Loan in full from Tribal or Enterprise revenues or loan proceeds as soon thereafter as possible and, in any event, upon demand, and (iii) subject to the terms of the Facility Loan, repay and prepay the Facility Loan from Tribal or Enterprise revenues or loan proceeds in full as soon as possible consistent with the Tribe’s responsibilities to fund tribal government operations or programs and provide for the general welfare of the Tribe and its members. Unless Manager otherwise consents, which consent Manager may condition or withhold in its discretion, the Tribe and the Enterprise shall not, prior to the date the Transition Loan and the Facility Loan are repaid in full, (i) borrow funds other than pursuant to the Transition Loan or the Facility Loan, or (ii) make donations to charitable organizations or help fund operations of local government agencies except for payments which constitute Governmental Agreement Payments.

(m) The Tribe shall only use Contract Net Revenues distributed by the Enterprise to the Tribe pursuant to Section 5.12(a) for (i) the purposes set forth in IGRA (25 U.S.C. 2710(b)(2)(B)), applicable NIGC regulations and the Gaming Ordinance, or (ii) per capita payments to Tribal members pursuant to a Tribal revenue allocation plan which complies with the requirements of 25 U.S.C. 2710(b)(3), applicable NIGC or Department of the Interior regulations and applicable Tribal law and which has been duly approved or adopted by the NIGC or the Department of the Interior and the Tribe.

Exhibit 8-44

(n) The Tribe shall take the steps necessary to ensure that the Gaming Ordinance and any Gaming regulations will always meet the requirements of the IGRA and any other Legal Requirements and will be consistent with the provisions of this Agreement and the Transaction Documents and will not adversely affect the rights of Manager hereunder and thereunder.

(o) Within twenty-four (24) hours after receipt of any Notice of Violation, Order of Temporary Closure or Assessment of Civil Fines from the NIGC pursuant to 25 C.F.R. Part 573 or 575 or any other similar notice or action from any Governmental Authority pursuant to any Legal Requirements or any agreement with such Governmental Authority, the Tribe or the Enterprise, as applicable, shall provide Manager with a copy of such notice and of all documents which may be served upon the Tribe, its Affiliates or the Enterprise pursuant to any such notice.

(p) The Tribe and the Enterprise shall not purchase or lease any electronic video equipment or similar or associated gaming equipment, systems or software without the prior approval of Manager.

(q) The Tribe shall cause the Gaming Commission to conduct background investigations for, and issue licenses to, Enterprise Employees and Manager Employees on a timely basis so that substantially all prospective or actual Enterprise Employees or Manager Employees who meet the standards set forth in the Gaming Ordinance or applicable Gaming Commission regulations are licensed as of Opening Date or, for Enterprise Employees or Manager Employees who are or may be hired after Opening Date, as soon as reasonably possible.

ARTICLE 4

INSURANCE

4.1 Duty to Maintain . Manager, on behalf of the Tribe and the Enterprise, shall arrange for, obtain and maintain during the course of this Agreement as Costs of Gaming Operations insurance coverages (including, without limitation, public liability and property loss or damage coverages) in forms and amounts that will adequately protect the Facility and the Enterprise, naming the Tribe, the Enterprise, Manager and Manager’s Affiliates as insured parties thereunder; provided, however, that in no event shall the coverage amounts thereunder be less than the amounts which may be required by any Legal Requirement. The insurance policies shall cover actions or omissions by Manager Employees and Off-Site Manager Employees, as well as actions or omissions by Enterprise Employees.

4.2 Payment of Deductibles . In the event that an occurrence which is covered by insurance is primarily the result of an action or omission by a Manager Employee or an Off-Site Manager Employee, Manager shall be responsible for paying the detectable associated with such occurrence and such payment shall not be a Cost of Gaming Operations. In the event that an occurrence which is covered by insurance is not primarily the result of an action or omission by a Manager Employee or an Off-Site Manager Employee, the Enterprise shall be responsible for paying the deductible associated with such occurrence and such payment shall be a Cost of Gaming Operations.

Exhibit 8-45

4.3 Evidence of Insurance . Prior to the Opening Date, and from time to time as reasonably requested by the Business Board, Manager shall supply to the Business Board and, if required, any Governmental Authorities copies of the insurance policies, certificates or binders applicable to the Facility or Enterprise operations.

4.4 Insurance Proceeds . Subject to the terms of the Facility Loan and the terms of Sections 6.4 and 6.6, any insurance proceeds received with respect to the Enterprise shall be deposited into the Blocked Account(s) and disbursed in accordance with the same terms and provisions applicable to Gross Revenues of the Enterprise; provided, however, that, if there is any insurance recovery for a claim related to the operation of the Enterprise for which either the Tribe or Manager has previously paid from its own separate funds, then, to the extent of amounts paid by either of such Parties, the insurance proceeds will be paid over to them and the balance shall be deposited into the Blocked Account(s).

ARTICLE 5

BUDGETS, COMPENSATION; REIMBURSEMENT

5.1 Pre-Opening Budget; Staffing Plan.

(a) Not later than one hundred eighty (180) days prior to the scheduled Opening Date, Manager shall implement a pre-opening program which shall include all activities necessary to financially and operationally prepare the Facility and the Enterprise for the Opening Date. To implement the pre-opening program, Manager shall prepare a comprehensive pre- opening budget which shall be submitted to the Business Board for its approval not later than one hundred twenty (120) days prior to the scheduled Opening Date (the “Pre-Opening Budget”). The Pre-Opening Budget shall set forth operating expenses which Manager anticipates to be necessary or desirable in order to prepare the Facility for the Opening Date. It shall also include a statement of pre-opening expenses incurred to date, including, without limitation, the following: pre-opening salaries, wages and benefits; advertising; food and beverage; employment center; employment background checks; outside services; utilities/supplies/phone/etc; grand opening party; Tribal fees, legal fees, consulting fees, and interest on the Transition Loan incurred prior to the Opening Date which the Manager determines after consultation with the Business Board should be expensed in accordance with GAAP in accounting periods prior to the Opening Date, rather than capitalized; and other pre-opening expenses (“Pre-Opening Expenses”). Pre-Opening Expenses may include costs and expenses incurred by Manager or its Affiliates (including expenses, costs and benefits of Manager Employees and Off-Site Manager Employees); provided, however, that the costs and expenses for Manager Employees shall only include the actual costs and expenses incurred without any additional fee, mark-up or premium; and provided, further, that the costs and expenses for Off-Site Manager Employees shall be included in accordance with the provisions set forth in Section 3.4. Unless otherwise agreed to by Manager, Pre-Opening Expenses of the Enterprise, and the expenses of the Gaming Commission incurred prior to the Opening Date, shall be funded through the Facility Loan.

Exhibit 8-46

Enterprise on and after the Opening Date, including, without limitation, employees performing security and surveillance services. No later than sixty (60) days prior to the scheduled Opening Date, Manager will have the responsibility to submit to the Business Board, for its approval, the staffing plan. The staffing plan shall cover all personnel necessary to operate the Enterprise (or any portion thereof) in the manner contemplated by this Agreement, which staffing plan shall include, without limitation, organizational charts, a job classification system with job descriptions, salary levels and wage scales.

(c) The Tribe recognizes that the Pre-Opening Budget will be prepared well in advance of the Opening Date and is intended only to be a reasonable estimate, subject to variation due to a number of factors, some of which will be outside of Manager’s control (e.g., the time of completion, inflationary factors and varying conditions for the goods and services required). The Tribe agrees that the Pre-Opening Budget may be modified from time to time, subject to approval of the Business Board in accordance with the procedure established by Section 5.4 for adjustments to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

5.2 Operating Capital . The Tribe and the Enterprise shall be responsible for providing the operating capital for the Enterprise and the cash necessary to cover any cash shortfalls of the Enterprise.

5.3 Annual Business Plan, Annual Operating Budget and Annual Capital Budget .

(a) Manager shall, not less than ninety (90) days prior to the scheduled Opening Date, submit to the Business Board, for its approval, a proposed Annual Business Plan, Annual Operating Budget and Annual Capital Budget for the remainder of the then current Fiscal Year. Thereafter, Manager shall, not less than sixty (60) days prior to the commencement of each full or partial Fiscal Year, submit to the Business Board, for its approval, a proposed Annual Business Plan, Annual Operating Budget and Annual Capital Budget for the ensuing full or partial Fiscal Year, as the case may be. The Annual Business Plan, Annual Operating Budget and Annual Capital Budget shall include a projected income statement, balance sheet and projection of cash flow for the Enterprise, with detailed justifications explaining the assumptions used therein and included with the Annual Business Plan, Annual Operating Budget and Annual Capital Budget shall be a schedule of repairs and maintenance (other than Capital Expenditures), a business plan for the Fiscal Year and the minimum balance which must remain in the Enterprise Accounts as of the end of each month during the Fiscal Year to assure sufficient monies for the purposes of working capital and other expenditures authorized under the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

(b) The Annual Business Plan, Annual Operating Budget and Annual Capital Budget for the Enterprise will be comprised of the following:

(i) a statement of the estimated income and expenses for the coming Fiscal Year, including estimates as to Gross Revenues and Costs of Gaming Operations for such Fiscal Year, such operating budget to reflect the estimated results of the operation of the Enterprise during each month of the subject Fiscal Year;

Exhibit 8-47

(ii) either as part of the statement of the estimated income and expenses referred to in the preceding clause (i), or separately, budgets for:

(A) repairs and maintenance;

(B) Capital Expenditures;

(D) the estimated cost of promotional allowances;

(E) Manager Employees; and

(F) Off-Site Manager Employees.

(iii) a business plan for the subject Fiscal Year.

(c) The Business Board’s review and approval of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget shall proceed with all deliberate speed and shall not be unreasonably withheld or delayed. To be effective, any notice which disapproves or proposes an adjustment to an Annual Business Plan, Annual Operating Budget or Annual Capital Budget submitted by Manager must contain specific objections or proposed adjustments to individual line items in reasonable detail.

(d) The Business Board may propose adjustments to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget submitted by Manager, in which event the Business Board and Manager shall cooperate in good faith to review and resolve the proposed adjustments. If Manager agrees with the adjustment proposed by the Business Board, the Annual Business Plan, Annual Operating Budget or Annual Capital Budget, as the case may be, shall be adjusted accordingly. If Manager does not agree with any adjustment proposed by the Business Board because Manager does not believe that such adjustment will maximize the Contract Net Revenues of the Enterprise during the term of this Agreement, the Business Board and Manager may agree in writing to a corresponding and appropriate one-time or permanent adjustment in the calculation of Gross Revenues, Cost of Operations or Contract Net Revenues for the purposes of calculating the Management Fee due under this Agreement; provided, however, that any such adjustment to the calculation of the Management Fee shall not, in any event, be inconsistent with Section 5.15; and provided, further, that any such adjustment to the calculation of the Management Fee shall not be considered to be the type of amendment to this Agreement which requires the approval of the Chairman of the NIGC in order to be legally effective. Upon the request of Manager, the Tribe shall nevertheless submit such agreement regarding an adjustment to the calculation of the Management Fee to the Chairman of the NIGC for an accommodation approval. If the Business Board and Manager reach an agreement regarding an adjustment to the calculation of the Management Fee and Manager determines such agreement to be legally effective, the applicable Annual Business Plan, Annual Operating Budget and/or Annual Capital Budget, as the case may be, shall include the adjustments proposed by the Business Board, and the calculation of the Management Fee shall thereafter include the adjustments agreed upon by the Business Board and Manager. (This procedure may be used if, by way of example, the Business Board proposes to hire an employee or make a Capital Expenditure which Manager does not believe to be a cost-effective expenditure which will maximize the Gross Revenues or Contract Net Revenues of the Enterprise during the term of this Agreement.)

Exhibit 8-48

(e) In the event the Business Board and Manager are not able to reach mutual agreement concerning any adjustments to the Annual Business Plan, the Annual Operating Budget, the Annual Capital Budget or the calculation of the Management Fee, as the case may be, within a period of fifteen (15) days after written notice submitted by the Business Board or Manager to the other party, the matter shall be subject to resolution pursuant to Article 10. If the Business Board and Manager are unable to resolve the disputed or objectionable item(s) prior to the commencement of the applicable Fiscal Year, the undisputed portions of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget submitted by Manager shall be deemed to be adopted and approved, and the corresponding line item(s) contained in the Annual Business Plan, Annual Operating Budget or Annual Capital Budget for the preceding Fiscal Year shall be adjusted as set forth below and shall be substituted in lieu of the disputed item(s) in the proposed Annual Business Plan, Annual Operating Budget or Annual Capital Budget. Those line items which are in dispute shall be determined by increasing the preceding Fiscal Year’s actual expense for the corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1982-1984 = 100) (or any successor or replacement index thereto). The resulting Annual Business Plan, Annual Operating Budget and Annual Capital Budget obtained in accordance with the preceding sentences shall be deemed to be the Annual Business Plan, Annual Operating Budget and Annual Capital Budget in effect until such time as Manager and the Business Board have resolved the disputed items.

5.4 Adjustments to Annual Business Plan, Annual Operating Budget and Annual Capital Budget . Manager may from time to time, after notice to and approval by the Business Board, revise the Annual Business Plan, Annual Operating Budget and Annual Capital Budget approved by the Business Board as necessary to reflect any unpredicted significant changes, variables or events or to include significant, additional, unanticipated items of expense. Manager may, after notice to the Business Board, reallocate part or all of the amount budgeted with respect to any line item to another line item and to make such other modifications to the Annual Business Plan, Annual Operating Budget and Annual Capital Budget approved by the Business Board as Manager deems necessary; provided, however, that the total adjustments to each of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget shall not exceed one hundred ten percent (110%) or such greater percentage as the Business Board may establish from time to time of each of the approved Annual Business Plan, Annual Operating Budget and Annual Capital Budget without approval of the Business Board. Manager shall submit a revision of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget to the Business Board for review on a quarterly basis. In addition, in the event actual Gross Revenues for any period are greater than those provided for in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget, the amounts approved in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget for all variable costs for any month shall be automatically deemed to be increased to an amount that bears the same relationship (ratio) to the amounts budgeted for such items as actual Gross Revenues for such month bears to the projected Gross Revenues for such month. The Tribe, on behalf of itself and the Business Board, acknowledges that the Annual Business Plan, Annual Operating Budget and Annual Capital Budget are intended only to be a reasonable estimate of the Enterprise’s revenues and expenses for the ensuing Fiscal Year. Manager shall not be deemed to have made any guarantee

Exhibit 8-49

concerning projected results contained in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

5.5 Capital Expenditures . Subject to the terms of the Facility Loan, Manager shall direct the Enterprise to expend such amounts for any Capital Expenditures as Manager or the Business Board shall deem to be required, in the course of the operation of the Facility or the Enterprise, to maintain, at a minimum, the Facility and the Enterprise in compliance with any Legal Requirements and to comply with Manager’s recommended programs for renovation, modernization and improvement intended to (i) keep the Facility and the Enterprise competitive in its market, (ii) maintain industry standards, or (iii) correct any condition of an emergency nature, including, without limitation, maintenance, replacements or repairs which are required to be effected, in Manager’s sole discretion, or which otherwise requires immediate action to preserve and protect the Facility and the Enterprise, assure its continued operation, and/or protect the comfort, health, safety and/or welfare of the Facility’s and the Enterprise’s guests or employees (an “Emergency Condition”). Manager is authorized to take all steps and direct the Enterprise to make all expenditures from the Enterprise Accounts (in the case of non-capitalized repairs and maintenance), or the Capital Expenditure Account (in the case of expenditures for Capital Expenditures) as Manager deems necessary to repair and correct any Emergency Condition, regardless of whether such provisions have been made in the Annual Capital Budget, Annual Operating Budget, and/or Annual Business Plan for any such expenditures; provided that the cost thereof shall not, in any event, be required to be advanced by Manager. Design and installation of Capital Expenditures shall be effectuated in a time period and subject to such conditions as the Business Board and Manager may mutually establish to minimize interference with or disruption of ongoing operations.

5.6 Capital Expenditure Account . Manager shall direct the Enterprise to establish a Capital Expenditure reserve on the books of account of the Enterprise and/or establish a Capital Expenditure account at such bank as the Business Board and Manager shall agree (such reserve and/or account is hereinafter referred to as the “Capital Expenditure Account”). The funds in the Capital Expenditure Account shall be considered to be assets and funds of the Enterprise. All amounts in the Capital Expenditure Account shall be invested in Permitted Investments in accordance with Section 2.8(c) to the extent that availability of funds, when required, is not thereby impaired. Interest earned on amounts deposited in the Capital Expenditure Account shall be credited to the Capital Expenditure Account and shall be available for payment of expenditures for Capital Expenditures to the Facility. Subject to the terms of the Facility Loan, Manager shall draw on the Capital Expenditure Account to purchase those items included in the Annual Capital Budget approved by the Business Board or such emergency additions, repairs or replacements as shall be required to correct an Emergency Condition or to comply with operating standards.

5.7 Periodic Contributions to Capital Expenditure Account . Subject to the terms of the Facility Loan, pursuant to Section 5.12(a), Manager shall direct the Enterprise to make monthly deposits on behalf of the Enterprise into the Capital Expenditure Account in amounts equivalent to an annual rate of one percent (1%) of Gross Revenues or such amount as the Business Board and Manager may mutually agree upon from time to time. Subject to the terms of the Facility Loan, the cash amounts required to be so deposited shall be deposited into the Capital Expenditure Account no later than the twentieth (20th) day of the month immediately

Exhibit 8-50

following the month upon which the amount to be deposited is calculated. If any adjustment of Gross Revenues is made as a result of an audit or for other accounting reasons, a corresponding adjustment in the Capital Expenditure Account deposit shall be made.

5.8 Use and Allocation of Capital Expenditure Account . Subject to the terms of the Facility Loan, any expenditures for Capital Expenditures which have been budgeted and previously approved may be paid from the Capital Expenditure Account without further approval from the Business Board. Subject to the terms of the Facility Loan, any amounts remaining in the Capital Expenditure Account at the close of any Fiscal Year shall be carried forward and retained in the Capital Expenditure Account until fully used unless distribution thereof is approved by the Business Board and Manager. Subject to the terms of the Facility Loan, if amounts in the Capital Expenditure Account at the end of any Fiscal Year plus the anticipated contributions to the Capital Expenditure Account for the next ensuing year are not sufficient to pay for Capital Expenditures authorized by the Annual Capital Budget for such ensuing Fiscal Year, then Manager may direct the Enterprise to deposit into the Capital Expenditure Account additional funds in the amount of the projected deficiency.

5.9 Deposits . The Tribe, the Enterprise and Manager shall direct and cause the Gross Revenues of the Enterprise to be deposited in the Blocked Account(s) on a daily basis and, subject to the terms of Section 2.8(f), such Blocked Account(s) shall be subject to the security interest granted by the Tribe and the Enterprise to Manager in the Collateral Assets pursuant to this Agreement, the Blocked Account Agreement and the Security Agreement. The funds in the Blocked Account(s) shall be considered to be assets and funds of the Enterprise. In the event the Tribe or Manager receives any payment which is intended to be a payment to the Enterprise, or the Tribe or Manager receives a payment from the Enterprise or obtains legal or constructive possession of funds of the Enterprise which is not a distribution or other payment contemplated by Section 5.12 or the other terms of this Agreement, such payment or funds shall be deemed to be held by the Tribe or Manager, as the case may be, in trust for the benefit of, and shall be promptly paid over and delivered to, the Enterprise.

5.10 Minimum Guaranteed Monthly Payments; Security Interest .

(a) During the term of this Agreement, provided that the Commencement Date has occurred, the Enterprise shall, subject to the provisions of Section 5.10(b), pay the Tribe One Hundred Thousand Dollars ($100,000) per month (the “Minimum Guaranteed Monthly Payment”) or such greater amount per month as the Enterprise shall determine in accordance with the terms and conditions of the Facility Loan, beginning on the Commencement Date and continuing for the remainder of the term of this Agreement. The Minimum Guaranteed Monthly Payment shall be payable by the Enterprise to the Tribe in arrears on the twentieth (20th) day of each calendar month following the month in which the Commencement Date occurs, which payment shall have priority over the Note, Facility Loan or Transition Loan repayment and payment of the Management Fee. If the Commencement Date is a date other than the first day of a calendar month, the first payment will be prorated from the Commencement Date to the end of the month. The Minimum Guaranteed Monthly Payment shall be prorated if Gaming is conducted at the Facility for any other partial months.

Exhibit 8-51

(b) If the Contract Net Revenues in a given month are less than $100,000, Manager shall advance to the Enterprise the funds necessary to compensate for the deficiency between $100,000 and the Contract Net Revenues in such month from Manager’s funds (the “Minimum Guaranteed Payment Advances”), which Minimum Guaranteed Payment Advances shall not accrue interest and may be evidenced by the Note. Manager shall be entitled to repayment from the Enterprise of any Minimum Guaranteed Payment Advances made under this Subsection from the Contract Net Revenues of the Enterprise in the next succeeding months following any such Minimum Guaranteed Payment Advance; provided, however, that any amounts outstanding on account of Minimum Guaranteed Payment Advances at the end of the term of this Agreement shall be immediately due and payable by the Tribe. In no event shall repayment by the Enterprise of any Minimum Guaranteed Payment Advances result in the Tribe receiving less than its Minimum Guaranteed Monthly Payment. Notwithstanding the foregoing, no Minimum Guaranteed Monthly Payments or Minimum Guaranteed Payment Advances shall be required or accrue with respect to any months (or portions thereof) in which Gaming Activities are not being conducted and managed by Manager at the Facility; provided, however, that Minimum Guaranteed Monthly Payments and, if applicable, Minimum Guaranteed Payment Advances shall be pro-rated and due for any portion of the months in which Manager is managing Gaming Activities at the Facility. Further, no Minimum Guaranteed Monthly Payments or Minimum Guaranteed Payment Advances shall be required or accrue subsequent to the expiration or termination of this Agreement, for any reason.

(c) The Tribe and the Enterprise agree to cooperate with Manager in confirming and perfecting any security interest in the Collateral Assets granted to Manager pursuant to Section 2.8, including filing such financing statements or other documents with the State or the Tribe as may be necessary or appropriate, and entering into the Blocked Account Agreement or similar agreements with depositary institutions as required under Section 2.8. The Tribe agrees not to encumber any of the Collateral Assets without the written consent of Manager, which consent Manager may condition or withhold in its discretion. The Tribe and/or the Enterprise further agree to enter into a waiver of sovereign immunity and consent to jurisdiction and arbitration in favor of Manager in connection with the Transaction Documents and such other documents as Manager may reasonably request in order to confirm or perfect any security interest granted to Manager pursuant to Section 2.8.

5.11 Daily and Monthly Statements . Manager shall direct the Enterprise to furnish to the Business Board financial statements identifying for each day the Gross Revenues attributable to the Enterprise’s Commercial Activities on each day that such reports are normally available. Within fifteen (15) days after the end of each calendar month, Manager shall direct the Enterprise to provide verifiable financial statements in accordance with GAAP to the Business Board covering the preceding month’s operations of the Enterprise, including operating statements, balance sheets, income statements and statements reflecting the amounts computed to be distributed in accordance with Section 5.12.

5.12 Distribution of Contract Net Revenues .

Exhibit 8-52

or such other day as specified in the Facility Loan documents. Unless prohibited and to the extent permitted pursuant to the Facility Loan, such Contract Net Revenues shall be disbursed from the Enterprise Accounts to the extent funds are available to the following entities in the following amounts in the following order of priority:

(i) To the Tribe, the Minimum Guaranteed Monthly Payment described in Section 5.10;

(ii) To Manager, repayment of any outstanding Minimum Guaranteed Payment Advances;

(iii) To Lender, current principal and any other payments due on the Transition Loan;

(iv) To Lender, current principal and any other payments due on the Facility Loan;

(v) To Manager, the Management Fees referenced in Subsection 5.12(b) for the preceding calendar month or any prior period;

(vi) To Manager, its Affiliates or any Indemnitee, any indemnification or other obligations then owing by the Tribe or the Enterprise to Manager, its Affiliates or any Indemnitee under this Agreement, any Transaction Document or any other agreement or otherwise and not paid as Costs of Gaming Operations;

(vii) To Manager, its Affiliates or any Indemnitee, Late Payment Charges on the outstanding balance of any amounts owing under clauses (v) and (vi) which are not paid when due, compounded monthly, for the period commencing on the date such payments are due and continuing until the date paid; provided, however, that Manager shall not be paid a Late Payment Charge if the Enterprise has sufficient funds available to make the applicable payment and Manager voluntarily elects not to make such payment or not to direct such payment to be made;

(viii) To the Capital Expenditure Account, contributions as contemplated by Section 5.7; and

(ix) To the Tribe at a bank account of the Tribe which is not one of the Blocked Account(s) or Enterprise Accounts, all remaining Contract Net Revenues to the extent not prohibited by any other agreement to which the Tribe is a party and subject to the rights of Manager under this Agreement, the Blocked Account Agreement and the Security Agreement.

Exhibit 8-53

shall any payment be made pursuant to this Section 5.12 if such payment is not permitted pursuant to the terms of the then applicable Facility Loan.

(b) As compensation for Manager’s management and other services with respect to the Commercial Activities of the Enterprise, Manager shall receive a management fee (the “Management Fee”) payable on a monthly basis equal to the sum of the following: (i) twenty-four percent (24%) of Contract Net Revenues for the prior calendar month for the first 48 months following the Commencement Date during which Gaming Activities are conducted at the Facility, and (ii) twenty-seven percent (27%) of Contract Net Revenues for the prior calendar month for the remaining months of the term of this Agreement during which Gaming Activities are conducted at the Facility. All Management Fees paid to Manager are non-refundable. Any amounts owing to Manager hereunder shall, subject to the terms of Section 2.8(f), be secured by the security interests granted by the Tribe and the Enterprise to Manager pursuant to the terms of this Agreement, the Blocked Account Agreement, the Security Agreement and the other Transaction Documents.

(c) Manager, on behalf of the Enterprise, is responsible for making, or directing the Enterprise to make, the Contract Net Revenues disbursements to the appropriate party, including to Manager.

(d) The Parties agree that the gross revenues, Contract Net Revenues, cash and other assets of the Enterprise and the cash and cash equivalents derived therefrom shall be considered for accounting, financial reporting and other purposes to be assets of the Enterprise, rather than assets available for unrestricted use by the Tribe, until properly distributed or transferred by the Enterprise from an Enterprise Account to the Tribe at a separate Tribal account (as the equivalent of a dividend or other distribution of available cash flow to the Tribe in its capacity as owner of the Enterprise) with the prior consent of any secured party and in accordance with any applicable provisions of this Agreement.

5.13 Annual Audit . With respect to each Fiscal Year, the Tribal Council shall select and engage an independent certified public accounting firm with more than five (5) years experience in audits of gaming enterprise operations, and shall cause such accounting firm to conduct an audit of the Enterprise on or before one hundred twenty (120) days after the end of such Fiscal Year. The accounting firm shall issue a report with financial statements in accordance with GAAP with respect to the preceding Fiscal Year (or portion of the Fiscal Year in the case of the first year) operations of the Enterprise, including operating statements, balance sheets, income statements and statements reflecting the amounts computed to be distributed in accordance with Section 5.12, such report to be approved at an annual meeting of the Business Board to be held at a location mutually agreed upon by the Business Board and Manager. In addition, upon expiration or termination of this Agreement in accordance with its terms, the Tribal Council, on behalf of the Enterprise, shall cause such accounting firm to conduct an audit, and, on or before ninety (90) days after the termination date, shall issue a report setting forth the same information as is required in the annual report, in each case with respect to the portion of the Fiscal Year ending on the expiration or termination date. If the amounts paid to the Tribe or Manager in accordance with Section 5.12(a) and (b) for the relevant period are different from the amounts which should have been paid to such Party based on the report prepared by the accounting firm and based upon the provisions of this Agreement, then, to the extent either such

Exhibit 8-54

Party received an overpayment, it shall repay and deposit the amount of such overpayment into the Blocked Account within twenty-five (25) days of the receipt by such Party of the accounting firm’s report, and, to the extent either such Party received an underpayment, it shall receive a distribution from the Enterprise Accounts of the amount of such underpayment within ten (10) days of the receipt by such Party of the accounting firm’s report. Manager may make adjustments to future payments to correct a discrepancy if required distributions are not made.

5.14 Development and Construction Cost Recoupment . Unless otherwise agreed in a written document signed by the Tribe and Manager and approved by the Chairman of the NIGC, the maximum dollar amount to be paid by the Tribe or the Enterprise for the repayment or recoupment of development, land acquisition and construction costs (but not including Pre- Opening Expenses or Costs of Operation), plus interest thereon up to and including the Commencement Date, applicable to the portion of the Facility and the Enterprise relating to Gaming Activities shall be Eight Hundred Fifty Million Dollars ($850,000,000). In the event that such costs exceed such amount, the Tribe shall be responsible for paying such excess. Upon the request of Manager, the Tribe shall submit to the Chairman a request to approve an amendment to this Agreement increasing the amount set forth in this Section.

5.15 Manager’s Compensation Limit . Notwithstanding any other provision in this Agreement to the contrary, pursuant to 25 U.S.C. § 2711(c), the Gaming Management Fee and all other fees which Manager shall receive from the Tribe or the Enterprise for the operation and management of the Enterprise shall not, in any event, exceed thirty percent (30%) of the “net revenues” of the Enterprise within the meaning of, and calculated in accordance with, IGRA.

5.16 Payments Not Management Fees . The Parties acknowledge and agree that the Management Fee to be paid by the Tribe and the Enterprise to Manager pursuant to Subsections 5.12(a)(v) and 5.12(b) of this Agreement is the only payment which the Parties consider to constitute fees to be paid by the Tribe, the Enterprise or any Other Entity to Manager or its Affiliates for the operation or management of the Enterprise. The Parties further acknowledge and agree that the reimbursement, indemnification, default, termination, arbitration award or court judgment payments to be paid to Manager pursuant to this Agreement are intended to be compensatory payments without any premium, mark-up or fee and, in any event, are not intended to constitute fees for the operation or management of the Enterprise, including, without limitation, the reimbursement, indemnification, default, termination, arbitration award and court judgment payments contemplated by the following Sections or Subsections of this Agreement: 2.12(a), 2.26(b), 2.27, 3.3, 3.4, 5.12(a)(vii), 6.4(d), 7, 9.25, and 10.3. The Parties further acknowledge and agree that the fees, reimbursements and other payments to be paid by the Tribe, the Enterprise or any Non-Gaming Enterprise to any Affiliate of Manager pursuant to any other agreement or instrument between the Tribe, the Enterprise or any Non-Gaming Enterprise, on the one hand, and any such Affiliate of Manager, on the other hand, are not intended to constitute, and do not constitute, fees to Manager or any Affiliate of Manager for the operation or management of the Enterprise. Without limiting the generality of the foregoing, the Parties acknowledge and agree that the following payments, among others, which the Tribe, the Enterprise or any Non-Gaming Enterprise has made or may make to any Affiliate of Manager are separate and independent of, and do not constitute, fees to be paid by the Tribe or the Enterprise to Manager for the operation and management of the Enterprise: (i) fees, supplemental development fees and reimbursement, indemnification, default, termination or other payments

Exhibit 8-55

for the development, construction, furnishing, equipping or financing of the Facility or any Other Entity Facility; (ii) fees and reimbursement, indemnification, termination or other payments for services provided to any Non-Gaming Enterprise or for the operation or management of any Non-Gaming Enterprise; (iii) interest, fees, charges, reimbursements, costs or other payments for or in connection with loans made to or for the benefit of the Tribe, the Enterprise or any Non-Gaming Enterprise; (iv) payments for the transfer of rights to any lands to the Secretary or the Tribe or for the benefit of the Tribe, the Enterprise or any Non-Gaming Enterprise, and (v) payments if the Tribe makes certain decisions to not pursue the project originally contemplated by the Parties. The Parties further acknowledge and agree that the fees, interest, charges, reimbursements, and other payments made or to be made by the Tribe, the Enterprise, or any Non-Gaming Enterprise to any Affiliate of Manager pursuant to any agreement or instrument other than this Agreement entered into prior to or as of the date of this Agreement are payments which the Parties consider to be at market rates or below market rates and which, in any event, do not contain any premium, mark-up or fee which is in excess of market rates for services or loans which are provided to the Tribe, the Enterprise or any Non-Gaming Enterprise. The Tribe and the Enterprise agree not to take a position in any dispute or forum which contradicts or is inconsistent with the acknowledgements and agreements set forth in this Section.

ARTICLE 6

TERMINATION

Exhibit 8-56

Enterprise; (iii) default by the Tribe or the Enterprise under the Transition Loan, the Facility Loan, any Transaction Document or any document or agreement related hereto or thereto; (iv) any representation or warranty made pursuant to Sections 9.10 or 9.11 proves to be knowingly false in any material respect when made; (v) the Tribe or any Affiliate of the Tribe, in bad faith or without due process denies, delays, withdraws, qualifies, conditions, terminates, revokes or non-renews any license applied for by, or issued to, any Manager, any of its Affiliates or any Manager Employee; (vi) the occurrence of any material theft, embezzlement or misappropriation of Enterprise funds by the Tribe or by officers of the Tribe; (vii) a breach under Section 2.21; or (viii) failure of Manager to provide the Tribe with the Minimum Guaranteed Monthly Payment Advances pursuant to Section 5.10(b), unless Manager’s obligation is suspended pursuant to the terms of Section 5.10(c). Any dispute as to whether an event constitutes a Material Breach shall be resolved pursuant to the dispute resolution provisions set forth in Article 10. A final notice of termination must be authorized or ratified by a resolution duly adopted by, in the case of the Tribe, its General Council and, in the case of Manager, its members(s) or owner(s). Any final notice of termination hereunder shall be in writing detailing the reason the Party considers the Material Breach not to be cured within the applicable time period and must be delivered to the other Party at least thirty (30) days before the termination date referenced in the final notice. Any Material Beach which has been cured prior to the date of termination of this Agreement shall no longer serve as a basis for termination of this Agreement.

6.2 Mutual Consent . This Agreement may be terminated at any time upon the mutual written consent and approval of the Parties.

6.3 Involuntary Termination Due to Changes in Law . The Parties hereby agree to use their best efforts to conduct Commercial Activities in accordance with this Agreement and to ensure that such Commercial Activities and this Agreement conform to and comply with all Legal Requirements. In the event of any prospective or actual change in law or regulations, advisory opinion or final determination by the Department of the Interior, the NIGC, or a court of competent jurisdiction that this Agreement or any Transaction Document is or may be void or unlawful or any provision of this Agreement or any Transaction Document is or may be inconsistent with any Legal Requirement, the Tribe and Manager shall use their respective good faith best efforts to amend this Agreement or any Transaction Document in a mutually satisfactory manner which will conform to the Legal Requirement and not materially change the rights, duties and obligations of the Parties hereunder. In the event such amendment cannot be legally effected following exhaustion of all such good faith best efforts (including the lapse of all legal proceedings and appeal periods without favorable results), Manager shall thereafter have the right to terminate this Agreement upon written notice to the Tribe.

6.4 Other Rights Upon Material Breach; Ownership of Assets; Repayment of Obligations on Expiration or Termination .

Exhibit 8-57

such time as the Material Breach has been cured; and, provided, further, that Manager may not, in any event, suspend its obligation to make Minimum Guaranteed Payment Advances to the extent required pursuant to Section 5.10. Any Party shall be entitled to injunctive or other equitable relief to prevent a termination or attempted termination of this Agreement; provided, however, that Manager shall not be entitled to injunctive or other equitable relief which compels, overturns, negates or modifies a Tribal Governmental Action.

(b) Upon termination or expiration of this Agreement, the Tribe will continue to have sole and exclusive ownership of the Facility, the Enterprise and its assets, subject to Manager’s security interest in the Collateral Assets (if applicable), including, without limitation, the Gross Revenues and Contract Net Revenues of the Enterprise. In the event of expiration or any termination (whether voluntary or involuntary) of this Agreement, the Tribe shall continue to have the obligation to pay unpaid principal and interest and other amounts due under indemnity obligations set forth in this Agreement or the Transaction Documents. In the event of termination of this Agreement for any reason prior to the full repayment to Manager and its Affiliates of any amounts owed to it by the Tribe under this Agreement or the Transaction Documents, the Tribe shall have the right, but not the obligation, to appoint, as promptly as reasonably possible, a person or entity qualified to manage the Facility and operate the Enterprise and use its best efforts to obtain approvals of all required Governmental Authorities for such replacement manager. The Tribe agrees to keep full and accurate financial records of operations of the Enterprise by such replacement manager and to allow Manager to audit such records at reasonable times prior to full repayment to Manager of any amounts owed to it by the Tribe under this Agreement or the Transaction Documents and the Tribe’s compliance with this Subsection shall not preclude Manager from exercising any of its other rights and remedies hereunder or under any document or agreement related hereto, including, without limitation, rights under the Transaction Documents. Manager shall be entitled to retain all Management Fees previously paid to it pursuant to this Agreement. The termination of this Agreement shall not preclude any Party from pursuing its legal remedies relating to such termination or otherwise.

(c) Any and all payment, indemnity or security obligations and provisions contained in this Agreement or the Transaction Documents shall survive expiration or termination of this Agreement for any reason. In addition to any other survival provisions set forth in this Agreement, upon the expiration or termination of this Agreement, the terms and provisions of Articles 6, 7, 9 and 10 shall survive such expiration or termination. If, at the time of expiration or termination of this Agreement for any reason, the Tribe’s or the Enterprise’s payment obligations to Manager or any Affiliate of Manager under this Agreement, the Transaction Documents, the Transition Loan, the Facility Loan or otherwise remain unsatisfied in part or in full, the Tribe and the Enterprise shall be obligated to pay such obligations in full as of the date of such expiration or termination. The Tribe and the Enterprise shall have the right, but not the obligation, to continue to operate and maintain the Facility and the Enterprise in accordance with reasonable industry standards and, as to any portions of the Facility and the Enterprise that the Tribe determines are no longer Economically Feasible to operate, the Tribe shall conduct an orderly liquidation of such assets (excluding fixtures or real property) and any liquidation proceeds (net of reasonable sale costs) shall be deposited into the Blocked Account. The Tribe shall also keep the Facility and the Enterprise and all related assets insured for the coverage and amounts required by this Agreement and name Manager as an additional insured, (and, to the extent permitted pursuant to the terms of the Facility Loan, as loss payee and

Exhibit 8-58

mortgagee, as applicable) and provide evidence thereof upon request until all amounts owing to Manager under this Agreement and the Transaction Documents have been paid in full. Subject to the terms and conditions of the Facility Loan, if any portion of the Enterprise assets are damaged by any casualty and it is Economically Feasible for the Tribe or the Enterprise to continue to operate such damaged assets, then the Tribe or the Enterprise shall repair and reconstruct such assets and operations that were damaged and are to be continued, and any excess insurance proceeds that are not used to repair and reconstruct the applicable damaged Enterprise assets shall be deposited into the Blocked Account.

(d) In the event the Tribe terminates this Agreement for any reason, the Tribe and the Enterprise shall to the extent permitted pursuant to the terms of the Facility Loan owe and pay Manager as of the day prior to the termination date an amount equal to (i) all outstanding Management Fees and other payment obligations which the Tribe or the Enterprise owes Manager as of the day prior to the termination date, plus (ii) the net present value of the total amount of all the Management Fees and other payment obligations which the Tribe or the Enterprise would have paid Manager for the remaining term of this Agreement assuming (a) the Commencement Date is the day prior to the termination date if the termination date occurs prior to the actual Commencement Date, (b) the performance of the Enterprise after the termination date conforms to the latest pro forma financial statements which Manager has delivered to the Business Board prior to the Tribe’s issuance of a notice of termination of this Agreement and which were not objected to by the Business Board in writing within fifteen (15) days of receipt, and (c) such payments are discounted to the day prior to the termination date at a discount rate of three percent (3%). (For the purposes of the calculation in clause (ii) of the preceding sentence, it is assumed that (i) all parties have performed all of their respective obligations under this Agreement, (ii) this Agreement received all necessary government approvals and such approvals remain in effect, (iii) this Agreement is not terminated and is effective for its full term, and (iv) this Agreement is otherwise enforceable and in full force and effect.) If the Tribe or the Enterprise does not pay Manager the amounts required pursuant to this Subsection in full as of the day prior to the termination date, the Tribe and the Enterprise shall also owe and pay Manager, in addition to the outstanding balance of such amounts, Late Payment Charges on the outstanding balance of any amounts owing under this Subsection which are not paid when due, compounded monthly, for the period commencing on the date such payments are due and continuing until the date paid. The Tribe’s and the Enterprise’s obligations to pay the amounts set forth in this Subsection shall survive the expiration or termination of this Agreement for any reason. Notwithstanding the foregoing, the Tribe shall receive a credit towards any payments due under this Subsection for any payments made by the Tribe or its Affiliates pursuant to Subsections 2.1(b), (c) or (d) and, to the extent applicable to payments due under Subsection 2.1(b), (c) or (d), Subsection (e) of the Land Transfer Agreement among the Tribe, SC Sonoma Development, LLC and Sonoma Land Holdings, LLC dated as of the Execution Date, or any successor provision thereto. To the extent that any payment required to be made to Manager pursuant to this Section 6.4 is not permitted pursuant to the terms of the Facility Loan to be paid as and when due, except to the extent that Manager consents in writing, such payment shall be made at the earlier of (x) such time as such payment is permitted pursuant to the terms of the then applicable Facility Loan and (y) the refinancing or payment and satisfaction and full of the then applicable Facility Loan; provided that, for purposes of clarity, in no event shall any payment be made pursuant to this Section 6.4 if such payment is not permitted pursuant to the terms of the then applicable Facility Loan.

Exhibit 8-59

6.5 Notice of Termination . In the event of a preliminary notice of termination pursuant to this Article, the Tribe shall provide notice of the preliminary notice of termination to the Chairman of the NIGC and other appropriate Governmental Authorities within ten (10) days after issuance of the preliminary notice of termination.

6.6 Cessation of Commercial Activities at the Facility .

(a) If, during the term of this Agreement, Commercial Activities cannot be lawfully conducted at the Facility, on the Site or by the Tribe for any reason (including, without limitation, because of the application of any legislation or court or administrative agency order or decree adopted or issued by a Governmental Authority having the authority to do so), Manager shall, within sixty (60) days after the applicable event, elect in its discretion to:

(i) retain Manager’s interest in this Agreement and direct the Enterprise to suspend any or all such Commercial Activities until such date, if any, on which such Commercial Activities becomes lawful, in which event performance under this Agreement shall be suspended with respect to any or all such Commercial Activities designated by Manager until the date, if any, Manager directs; or

(ii) terminate this Agreement.

(b) If Manager elects to retain its interest in this Agreement under Sections 6.6 (a)(i), Manager shall have the right (but not the obligation) to direct the Enterprise to commence such Commercial Activities promptly after the date on which such Commercial Activities becomes lawful. Manager may exercise such right by giving the Tribe written notice of such exercise within thirty (30) days after the date on which such Commercial Activities becomes lawful.

(c) If, during the term of this Agreement, the Facility is damaged by casualty or other occurrence to the extent, as reasonably determined by Manager, that a substantial portion of Commercial Activities previously conducted cannot be conducted at the Facility, Manager shall elect in its discretion to:

(i) retain Manager’s interest in this Agreement pending repair or reconstruction of the Facility, suspend some or all of the Commercial Activities pending the repair or reconstruction of the Facility, and arrange for such repair or reconstruction in the manner described in this Section 6.6; or

(ii) terminate this Agreement.

Manager shall give the Business Board written notice of Manager’s election under this Subsection promptly after such casualty or occurrence.

Exhibit 8-60

repair or reconstruction. If Manager elects to retain its interests under Section 6.6(c)(i), Manager is hereby granted the authority to submit, adjust and settle, on behalf of the Tribe or the Enterprise, all insurance claims associated with the casualty or occurrence; provided, however, that Manager shall obtain the Business Board’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to any settlement. Manager shall provide copies of all settlement documents to the Business Board. If Manager does not elect to retain its interest under Section 6.6(c)(i) and if the Tribe’s obligations under this Agreement and the Transaction Documents or any other note owing to Manager or its Affiliates are not yet satisfied, then: (i) the Business Board shall have the authority to submit, adjust and settle all insurance claims, provided that any final settlement shall be with the prior written consent of Manager, which consent will not be unreasonably withheld, and the Business Board shall provide copies of all settlement documents to Manager; (ii) to the extent Economically Feasible, the Tribe and the Enterprise shall have the right (but not the obligation) to continue to operate and maintain the Facility and the Enterprise in accordance with reasonable industry standards and, as to any portions of the Facility and the Enterprise that are no longer Economically Feasible to operate, the Business Board and Manager shall conduct an orderly liquidation of such assets (but not including real estate assets) and any liquidation proceeds (net of reasonable sale costs) shall be deposited into the Blocked Account and disbursed in accordance with the same terms and provisions applicable to Contract Net Revenues; (iii) the Tribe and the Enterprise shall have the right (but not the obligation) to repair and reconstruct such operations that were damaged and are to be continued; and (iv) any excess insurance proceeds that are not used to repair and reconstruct the applicable damaged Enterprise assets and any business interruption insurance proceeds shall be deposited into the Blocked Account and disbursed in accordance with the same terms and provisions applicable to Contract Net Revenues. The provisions of this Section 6.6(d) are subject to the terms of the Facility Loan and, in the event of any conflict, the terms of the Facility Loan shall govern and control.

(e) If Manager elects to retain its interest in this Agreement under Sections 6.6(a)(i) or 6.6(c)(i) and the Commencement Date has occurred, this Agreement shall remain in full force and effect during any period in which Manager is not managing substantially all of the Commercial Activities that were being conducted at the Facility or for the Enterprise prior to the applicable event, and the term and expiration date of this Agreement shall be extended for a period equal to the number of days from the last date on which Manager managed all Commercial Activities that were being conducted at the Facility or for the Enterprise prior to the applicable event until the date on which Manager resumes managing substantially all of the Commercial Activities at the Facility or for the Enterprise that were being conducted prior to the applicable event.

(f) If Manager elects to terminate this Agreement under Sections 6.6(a)(ii) or 6.6(c)(ii), the provisions of Section 6.4 shall apply.

6.7 Cumulative Remedies . All rights or remedies of either the Tribe or Manager under this Agreement or any other Transaction Document shall be cumulative and may be exercised singularly in any order or concurrently, at such Party’s respective option, and the exercise or enforcement of any such right or remedy shall neither be a condition to, nor a bar to, the exercise or enforcement of any other right or remedy.

Exhibit 8-61

ARTICLE 7

INDEMNIFICATION OF MANAGER

To the fullest extent permitted by law, the Tribe and the Enterprise shall fully protect, indemnify, defend and hold harmless Manager and its Affiliates and, if requested by and at the discretion of Manager, their respective members, partners, officers, directors, agents, sureties, servants, and employees and the successors, assigns, heirs and personal representatives of the foregoing (hereinafter collectively, “Indemnitees”) for, from and against any and all liabilities, claims, damages, demands, losses, costs or expenses (including, without limitation, attorneys’ fees for counsel selected by Manager, but not including legal fees associated with defending claims that Manager has breached its obligations under the terms of this Agreement) arising out of or resulting from, either directly or indirectly, the Facility, the Enterprise, this Agreement, any Transaction Document, the Transition Loan, the Facility Loan or any contractual or business relationships between the Tribe and any third parties, including, without limitation, (i) the performance or lack of performance of this Agreement by the Tribe or its Affiliates and whether or not arising from the sole or contributory negligence of Manager, provided that the foregoing indemnity will not, as to any Indemnitee, apply to losses, claims, damages, liabilities or related expenses to the extent they are found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the willful misconduct or gross negligence of such Indemnitee, (ii) the enactment or issuance of any Tribal Legal Requirement which is inconsistent with this Agreement or otherwise adverse to the interests of Manager or any Manager Employee, (iii) the employment, discharge or workplace environment of any Enterprise Employee, (iv) any claim by any patron of the Facility or other person who was physically present at the Facility, (v) any claim based in whole or in part on any actual or alleged contractual or business relationship between the Tribe or any of its Affiliates and any third party. The cost of defending a lawsuit pursuant to this Section, as well as any liability, damages, demands, losses, costs or expenses incurred by Manager or its Affiliates, shall be a Pre-Opening Expense if incurred prior to the Opening Date, which Tribe or the Enterprise agrees to reimburse Manager promptly upon request, and a Cost of Gaming Operations if incurred after the Opening Date, and shall be payable by the Enterprise as incurred by Manager, its Affiliate or Indemnitee.

ARTICLE 8

PARTIES IN INTEREST

8.1 Payment of Fees; Background Investigations .

(a) Manager shall pay the NIGC the fees required by NIGC regulations to conduct background investigations for the persons and entities required to undergo background investigations pursuant to such NIGC regulations. Manager or the applicable Manager Employee shall pay the Gaming Commission the fees required by the Gaming Commission to conduct background investigations for the persons or entities required to undergo background investigations pursuant to the Gaming Ordinance or any Gaming Commission regulations. In no event shall the fees for background investigations to be conducted by the Gaming Commission with respect to Manager, any Affiliate of Manager or any Manager Employee exceed $25,000 per investigation, without the written approval of both Manager and the Tribe.

Exhibit 8-62

(b) Except for Manager, there is no person or entity who or which is designated by this Agreement as having management responsibility for the Enterprise or any Gaming Activities of the Enterprise within the meaning of 25 C.F.R. 502.18, as the same may be amended from time to time.

8.2 Removal; Divestiture . Should the Gaming Commission or the NIGC, in a final non-appealable decision, find that any “person having a direct or indirect financial interest” in this Agreement (within the meaning of 25 C.F.R. § 502.17, as amended from time to time) is a person whose prior activities, criminal record, if any, or reputation, habits, and associations pose a threat to the public interest, or the Tribal interest, or the effective regulation of gaming, or create or enhance the dangers of unsuitable, unfair, or illegal practices and methods and activities in the conduct of gaming or the carrying on of related business and financial arrangements, and should either agency notify Manager of such finding, Manager shall immediately remove such person from all association with Gaming Activities of the Enterprise under this Agreement and shall require such person to divest any direct or indirect interest in this Agreement as soon as practicable. In addition, if any “person having a direct or indirect financial interest” in this Agreement (within the meaning of 25 C.F.R. § 502.17, as amended from time to time): (a) has been or is subsequently convicted of a felony relating to gaming, (b) knowingly or willfully provided materially false statements to the Tribe, the Gaming Commission or the NIGC, or refused to respond to questions from either of such agencies, or (c) attempts to unduly interfere or unduly influence for his or her gain or advantage any decision or process of Tribal government relating to Gaming Activities and if Manager becomes aware of such conflicts or prohibited actions, Manager shall promptly notify the Gaming Commission of such event, promptly remove such person or entity from all association with Gaming Activities of the Enterprise under this Agreement and require such person or entity to divest any direct or indirect interest in this Agreement as soon as practicable. The occurrence of the decisions, events or circumstances described in this Section shall not constitute a basis for terminating, voiding, amending or modifying this Agreement.

ARTICLE 9

MISCELLANEOUS

Exhibit 8-63

evidence of the due authorization, execution, delivery and enforceability of such assignment documents, as the other Parties may reasonably request. Notwithstanding the foregoing and for the avoidance of doubt, Manager may utilize Off-Site Manager Employees or other employees of any Affiliate of Manager in order to provide services to the Tribe under this Agreement and such use of employees of Affiliates of Manager shall not be considered to be an assignment of rights, or a subcontracting or delegation of duties, under this Agreement for the purposes of this Agreement or IGRA and shall not require the consent of the Tribe or its Affiliates. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and, subject to the preceding requirements, their permitted assigns. Any change in persons having a direct or indirect financial interest in this Agreement within the meaning of IGRA and any change in persons having management responsibility for this Agreement within the meaning of IGRA which requires the approval of the Chairman of the NIGC pursuant to IGRA as in effect from time to time shall be void within the meaning of IGRA unless such change is approved by the Chairman of the NIGC. Notwithstanding the foregoing or any provision of the Gaming Ordinance or regulations issued by the Gaming Commission, the acquisition by any third party (whether or not an Affiliate of Manager) of, or any other change in, any or all of the equity, financial or voting interest of any direct or indirect parent of Manager or any Affiliate of Manager shall not (i) constitute an actual or constructive assignment by Manager of this Agreement or any rights under this Agreement, or a subcontracting or delegation of any duties or obligations under this Agreement, for the purposes of this Agreement, (ii) require the consent or approval of the Tribe or any Affiliate of the Tribe, (iii) require any application, license, background investigation or suitability determination to or by the Tribe, the Gaming Commission, any other Tribal Affiliate, (iv) modify or otherwise affect in any way the rights or obligations of the Parties under this Agreement, or (v) require an amendment to this Agreement. Any change in the officers of Manager shall require the approval of the Tribe, which approval shall not be unreasonably withheld. The Parties acknowledge and agree that nothing in this Section prevents the Tribe or its Affiliates from conducting background investigations.

9.2 Notices . Any notice, consent or any other communication permitted or required by this Agreement shall be in writing and shall be effective on the date sent and shall be delivered by personal service, via telecopier with reasonable evidence of transmission, express delivery or by certified or registered mail, postage prepaid, return receipt requested, and, until written notice of a new address or addresses is given, shall be addressed as follows:

If to the Tribe: Greg Sarris, Tribal Chair

Federated Indians of Graton Rancheria

6400 Redwood Drive

Suite 300

Rohnert Park, CA 94928

Telephone: (707) 566-2288

Facsimile: (707) 566-2291

Email: ahardin@gratonrancheria.com

If to the Authority: Greg Sarris, President of the Board of Directors

Graton Economic Development Authority

6400 Redwood Drive

Exhibit 8-64

Suite 300

Rohnert Park, CA 94928

Telephone: (707) 566-2288

Facsimile: (707) 566-2291

Email: ahardin@gratonrancheria.com

With copies to: John A. Maier, Esq.

Maier Pfeffer Kim & Geary, LLP

1440 Broadway, Suite 812

Oakland, California 94612-1520

Telephone: (510) 835-3020

Facsimile: (510) 835-3040

Email: jmaier@jmandmplaw.com

If to the Manager: SC Sonoma Management, LLC

1505 S. Pavilion Center Drive

Las Vegas, Nevada 89135

Attention: Scott M Nielson, Esq.

Telephone: (702) 495-3800

Facsimile: (702) 495-3310

Email: scott.nielson@stationcasinos.com

9.3 Amendments . This Agreement and the Transaction Documents may be amended or modified only by written instrument duly executed by the Parties and, if required, approved by the Chairman of the NIGC. Notwithstanding the foregoing, the following shall not be construed to be an amendment or modification of this Agreement or any Transaction Document, as applicable, and shall not require the signature of the other Parties to this Agreement or the approval of the Chairman of the NIGC in order to be legally binding and effective: (i) any consent or approval provided under or in connection with this Agreement or any Transaction Document by the Tribe, the Business Board or Manager; or (ii) any single circumstance waiver of any rights provided under or in connection with this Agreement or any Transaction Document which does not permanently amend the terms of this Agreement or such Transaction Document for other circumstances. The Tribe agrees, on behalf of itself and each Tribal Affiliate, that it will not rely on any course of dealing, course of performance, or any oral or written statements by Manager or any representative of Manager to effect an amendment, modification, waiver or supplement to this Agreement or any Transaction Document.

9.4 Counterparts . This Agreement may be executed in two or more counterparts and by facsimile, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

9.5 Force Majeure . No Party shall be in default in performance due hereunder or under any Transaction Document if such failure of performance is due to causes beyond its reasonable control, including acts of God, war, fires, floods, or accidents causing damage to or destruction of the Facility or property necessary to operate the Facility, or any other causes, contingencies, or circumstances not subject to its reasonable control which prevent or hinder performance of this Agreement or the Transaction Documents; provided, however, that the

Exhibit 8-65

foregoing shall not excuse any obligations of the Tribe to make monetary payments to Manager as and when required hereunder or in any Transaction Document.

9.6 Time is Material . The Parties agree that time is of the essence and the time and schedule requirements in this Agreement are material terms of this Agreement.

9.7 Further Assurances . The Parties hereto agree to do all acts and deliver all documents as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

9.8 Severability . If any provision or provisions of this Agreement, or portion thereof, is found by an arbitration panel, court of law or governmental authority (i) to be illegal, invalid, unlawful, void or unenforceable as written, or (ii) to cause this Agreement to be void or invalid or require an approval from the Chairman of the NIGC, the Secretary of the Interior or other government official which has not been obtained, the Parties agree that such provision, provisions or portions thereof shall be deemed to be severed and/or deleted from this Agreement without requiring any further action by the Parties and that the remaining provisions of this Agreement shall continue in full force and effect. Without limiting the generality of the foregoing, the Parties intend and desire that this Agreement shall be interpreted in such a manner that any such provision, provisions or portions thereof (i) does not void or invalidate the entire Agreement, (ii) does not invalidate the Tribe’s waiver of sovereign immunity as set forth in this Agreement or any arbitration panel, court or government authority’s jurisdiction over the Tribe and the Enterprises, (iii) is construed to be collateral to the main purpose of this Agreement, and (iv) is construed to able to be severed and/or deleted from this Agreement without defeating the main purpose of this Agreement. In the event any such provision, provisions or portions thereof are severed and/or deleted from this Agreement and the remainder of this Agreement continues in full force and effect, the Parties shall use their best efforts to negotiate and enter into an amendment to this Agreement which will maintain the originally contemplated rights, duties and obligations of the Parties under this Agreement in a manner consistent with the applicable determination, which amendment, if agreed by the Parties, would require approval of the Chairman of the NIGC in order to be effective.

9.9 Waiver of Sovereign Immunity .

(a) The Tribe hereby expressly, irrevocably and unconditionally waives, and agrees not to assert, its sovereign immunity (and any and all defenses based thereon) from any suit, action or proceeding or from any legal process related thereto with respect to any matters related in any way to any Dispute or for the purposes of enforcing this Agreement or any Transaction Document, including, without limitation, in connection with compelling arbitration, enforcing any arbitration or court award or seeking equitable or injunctive relief authorized hereunder or thereunder. The waivers, consents and agreements set forth in this Section, this Agreement and the other Transaction Documents are made by the Tribe on behalf of itself and any Affiliate of the Tribe. Such waivers, consents and agreements are made in favor and for the benefit of Manager and, if requested and at the discretion of Manager, any Manager Affiliate, Manager Employee, Off-Site Manager Employee or other Indemnitee, and Manager and such other persons or entities are hereby authorized to bring suit and arbitration proceedings and take other actions against the Tribe or Affiliates of the Tribe. In connection with any such suit, action

Exhibit 8-66

or proceeding, the Tribe hereby consents to the jurisdiction of the United States District Court for the Northern District of California, the United States Court of Appeals for the Ninth Circuit, and the United States Supreme Court. If the United States District Court for the Northern District of California lacks jurisdiction or declines to exercise jurisdiction, the Tribe consents to the jurisdiction of the California State Court system. The Tribe agrees to California State Court venue in any such case in San Francisco County. The Tribe waives any argument that venue in the above-named forums is not convenient and consents to be sued in such forums.

(b) The Tribe hereby expressly, irrevocably and unconditionally waives any application of the doctrine of exhaustion of tribal remedies, abstention or any similar rule of comity with respect to the Tribe or any Tribal Courts and agrees that it will not present any affirmative defense based on any such doctrines. The Tribe expressly authorizes any Governmental Authorities which have the right or duty under applicable law to take any action authorized or ordered by any arbitration panel or court to take such action, including, without limitation, temporarily entering any site or facility, repossessing any assets subject to a security interest or otherwise enforcing or giving effect to any award, judgment, order or decree entered. The Tribe also authorizes Manager to pursue such self-help and other remedies as it deems appropriate to exercise and enforce its rights under this Agreement and the other Transaction Documents to the extent not prohibited by applicable law.

(c) The Tribe understands that its agreement to an enforceable waiver of sovereign immunity in this Agreement and the Transaction Documents and the adoption of the Resolution of Waiver are a material inducement to Manager’s execution of this Agreement and are a condition precedent to any of the respective obligations of the Parties under this Agreement. The Tribe shall take such further actions to ratify, adopt and enforce the Resolution of Waiver as shall be required by law or regulation due to future changes in its own legal or governing status to fully preserve its stated intent. The Tribe further agrees that it will not amend or alter or in any way lessen the rights of Manager as set forth in this Agreement, the Transaction Documents or the Resolution of Waiver. The Tribe hereby agrees to preserve the terms of this Agreement and the Transaction Documents in the event of future changes in its legal status or governance. This Section 9.9 shall survive the expiration or earlier termination of this Agreement or any Transaction Document, regardless of the reason for the termination.

(d) The purpose of the waivers, consents and agreements set forth in this Section, this Agreement and the other Transaction Documents are to induce Manager and its Affiliates to enter into this Agreement and the other Transaction Documents. The Tribe agrees that this Agreement and the Transaction Documents are fully enforceable, non-usurious (under the laws applicable to the Tribe) and binding obligations of the Tribe and that the Tribe will not assert that its obligations hereunder or thereunder violate any Tribal law. The Tribe expressly waives any right it may have to veto this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby pursuant to the Tribe’s Constitution or other applicable Tribal law. The Tribe irrevocably agrees to be bound by any final judgment (after any and all appeals) of any court or arbitration authorized by the waiver of sovereign immunity provisions(s) of this Agreement or the other Transaction Documents. At such time as the Tribe establishes a Tribal Court, (i) no party to this Agreement or the other Transaction Documents shall be required to commence or pursue any proceeding with respect to any Dispute in such Tribal Court, (ii) such Tribal Court shall lack the discretion to refuse to compel arbitration

Exhibit 8-67

among the parties to any such dispute, (iii) such Tribal Court shall be obligated to honor and enforce any award by any arbitrator, without review of any nature by such Tribal Court, and (iv) such Tribal Court shall issue a stipulated declaratory judgment upholding the validity and enforceability of this Agreement and the other Transaction Documents. The Tribe will not and may not amend or alter the Resolution of Waiver in any way that lessens the rights of the beneficiaries of such Resolution of Waiver, and the Resolution of Waiver shall survive termination of this Agreement or any of the other Transaction Documents, regardless of the reason for termination. The Tribe shall not, whether by initiative, referendum or otherwise, void, cancel, abrogate, modify or amend this Agreement or the other Transaction Documents without the prior written consent of Manager, which consent Manager may withhold or condition in its discretion. The Resolution of Waiver is hereby incorporated in this Agreement by reference and is a part of this Agreement as if set forth in full herein.

9.10 Representations and Warranties of Manager . Manager hereby represents and warrants to the Tribe as follows:

(a) This Agreement has been duly executed and delivered by Manager and, when approved by the Chairman of the NIGC, will constitute a valid and binding obligation, enforceable against Manager in accordance with its terms.

(b) The execution and delivery of this Agreement, the performance by Manager of its obligations hereunder and the consummation by Manager of the transactions contemplated hereby will not violate any contract or agreement to which Manager is a party or any law, regulation, rule or ordinance or any order, judgment or decree of any federal, state, tribal or local court or require any regulatory approval beyond those contemplated herein.

(c) Manager has the full legal right, power and authority and has taken all action necessary to enter into this Agreement, to perform its obligations hereunder, and to consummate all other transactions contemplated by this Agreement.

(d) Manager specifically warrants to the Tribe that, during the term of this Agreement, Manager shall not act in any way, directly or indirectly, to cause any person or entity to become an encumbrancer or lienholder of the Enterprise, the assets of the Enterprise, the Site or the Facility, other than Manager, Manager’s Affiliates or Lender.

9.11 Representations and Warranties of Tribe . The Tribe hereby represents and warrants to Manager as follows:

(a) The Tribe is an Indian tribe under the Constitution of the Tribe and laws of the United States.

(b) The Tribe has full legal right, power and authority under the laws of the Tribe and has taken all official Tribal Council and General Council action necessary (i) to enter into this Agreement and authorize the Tribe to execute and deliver this Agreement and the Transaction Documents, (ii) to perform its obligations hereunder and thereunder, and (iii) to consummate all other transactions contemplated by this Agreement and the other Transaction Documents.

Exhibit 8-68

(c) This Agreement has been duly executed and delivered by the Tribe and, when approved by the Chairman of the NIGC, will constitute a valid and binding obligation of the Tribe, enforceable in accordance with its terms. The Transaction Documents have been duly executed and delivered by the Tribe and constitute valid and binding obligations of the Tribe, enforceable in accordance with their terms, without requiring the approval of the Chairman of the NIGC.

(d) The execution and delivery of this Agreement and the other Transaction Documents, the performance by the Tribe of its obligations hereunder and thereunder and the consummation by the Tribe of the transactions contemplated hereby and thereby will not violate any contract or agreement to which the Tribe is a party, or any law, regulation, rule or ordinance, or any order judgment or decree of any federal, state, tribal or local court, or require any approval by Governmental Authorities except for approval of this Agreement by the Chairman of the NIGC.

(e) The Tribe does not have any indebtedness for borrowed money, except for money owing to Manager and its Affiliates or any Lender under the Transition Loan or the Facility Loan.

(f) The Tribe is not subject to regulation under any law limiting or regulating its ability to incur indebtedness for money borrowed under the Transition Loan, Facility Loan or as otherwise provided under this Agreement or any Transaction Document, to grant liens in personal property to secure its obligations with respect to any such indebtedness or to otherwise perform its obligations under this Agreement or any Transaction Document.

(g) There are no actions, suits, proceedings or investigations pending or as to which the Tribe has been served or has received notice or, to the best knowledge of the Tribe, threatened against or affecting the Tribe or any of its property, including, without limitation, actions before any Governmental Authority.

(h) The Tribe does not own or license any intellectual property.

(i) The Tribe is in compliance with all laws, rules, regulations or orders of any federal, state or Tribal court which are applicable to the Tribe or its properties.

(j) The Tribe has not established a Tribal court or judicial system.

(k) No written statement made by or on behalf of the Tribe to Manager in connection with this Agreement or any Transaction Document contains any untrue statement of a material fact or omits a material fact necessary in order to make the statement made not misleading in light of all the circumstances existing on the date the statement was made.

(l) The representations, warranties and certifications set forth in any Officers’ Certificate delivered by officers of the Tribe to Manager in connection with this Agreement or the Transaction Documents are true, correct and complete.

9.12 Governing Law . This Agreement has been negotiated, made and executed in the State and shall be governed by and construed in accordance with the laws of the State, without

Exhibit 8-69

regard to its conflict of laws provisions, and, to the extent applicable by operation of law, the IGRA and other federal laws. The Tribe agrees not to invoke or assert in any arbitration or court proceeding, any claim that any law, ordinance or regulation of the Tribe or any Affiliate of the Tribe governs this Agreement or any Transaction Document; provided, however, that, if the law of the State does not recognize the creation, attachment, perfection or enforcement of a lien or security interest securing any obligation with respect to any item of collateral, and the law of the Tribe does recognize such creation, attachment, perfection or enforcement of a lien or security interest, then the law of the Tribe shall apply with respect to the creation, perfection and enforcement of such lien or security interest.

9.13 Entire Agreement . Each of the Exhibits to this Agreement is a part and component of this Agreement and is incorporated herein by reference as if set forth in full herein. This Agreement and the Exhibits hereto collectively constitute the “management contract” within the meaning of IGRA which is approved by the Chairman if and when the Chairman approves this Agreement. This Agreement, together with the Exhibits hereto, represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements relating to management of Commercial Activities to be conducted by the Tribe at the Facility and the operations of the Enterprise, including any unwritten oral agreements between the Parties regarding the subject matter hereof. The Original Agreement and the 2010 Gaming Management Agreement are hereby amended and restated by this Agreement. Any reference to the 2010 Gaming Management Agreement in any of the Exhibits to this Agreement or the Transaction Documents shall be deemed to constitute a reference to this Agreement as amended from time to time.

9.14 Representatives of Tribe . The Tribal Council shall furnish to Manager a list of Tribal Representatives on the Business Board and the Tribe shall keep such list current.

9.15 Limitations of Liability . The Tribe expressly agrees that Manager, its Affiliates and their respective employees shall not be liable for any specific, indirect, punitive or consequential damages in connection with its obligations, acts or omissions under this Agreement.

9.16 Approvals . Unless otherwise provided herein, all approvals or consents required by any Party hereunder shall not be unreasonably withheld, conditioned or delayed. Unless otherwise provided herein, approval by the Business Board or its duly authorized representatives shall be deemed to constitute approval by the Tribe and approval by the President or Secretary of Manager shall be deemed to constitute approval by Manager.

9.17 Inconsistent Positions . The Tribe agrees not to take a position in any dispute, proceeding or forum which is inconsistent or in conflict with the representations, warranties, certifications and agreements set forth in this Agreement or any Officers’ Certificate of officers of the Tribe which references this Agreement.

Exhibit 8-70

the other Transaction Document are not required to be approved by the Chairman of the NIGC in order for such other Transaction Document to not be void under IGRA for lack of approval, the Tribe agrees not to assert in any court or arbitration proceeding or other forum that such Transaction Document requires the approval of the Chairman of the NIGC in order to not be void under IGRA for lack of approval. In the event any approval issued by the Chairman of the NIGC of this Agreement or any Transaction Document may be or is revoked or voided for any reason, the Parties agree to immediately take any and all actions which any Party deems necessary or advisable to cause the Chairman of the NIGC to maintain or reissue such approval as soon as possible, including, without limitation, amending provisions of this Agreement or providing the NIGC with such documents or information as may be appropriate under the circumstances.

9.19 Non-Disclosure . The Parties agree not to divulge to third parties the terms of this Agreement or any Transaction Document or any other proprietary or confidential information exchanged between the Parties pursuant to this Agreement or the Transaction Documents, unless (i) the information is required to be disclosed pursuant to judicial order or Legal Requirements, (ii) the information is at the time of disclosure already in the public domain, or (iii) to the extent required in order to obtain financing. This prohibition shall not apply to disclosures by any Party to their attorneys, accountants, or other professional advisers. In situations where disclosure of the terms of this Agreement, business plans, financial information or any Transaction Document to regulatory, governmental or judicial entities is required by law or regulations, the Parties will make reasonable efforts to secure confidential treatment of the economic terms of such documents by such entities; provided, however, this disclosure restriction shall not prohibit Manager or its Affiliates from making any SEC filings they deem legally necessary. The Parties agree to consult with each other and cooperate regarding any press releases regarding this Agreement, the Transaction Documents and the relationships described herein and therein.

9.20 Non-Competition and Right of First Offer . Manager agrees that, during the term of this Agreement, neither Manager, nor any of its Affiliates, shall manage or have any direct or indirect ownership or other interest in, or consult with or otherwise provide any financing or services to, any facility or enterprise (other than the Facility and the Enterprise) where Commercial Activities are conducted or which otherwise competes with the Facility or the Enterprise within Marin County and Sonoma County, California (the “Restricted Area”) without the prior written consent of the Tribe. The Tribe agrees that, during the term of this Agreement, Manager shall have the exclusive right to operate and manage all Commercial Activities on the Site and at any other location owned by or held in trust for the benefit of the Tribe, or in which the Tribe or its Affiliate has an interest, within the Restricted Area. In the event that the Tribe desires to develop, construct, operate, own, conduct, support or permit Commercial Activities which compete with the Enterprise within the Restricted Area (other than at the Facility) during the term of this Agreement, the Tribe shall first offer to Manager the right to manage such facility or enterprise upon the terms and conditions proposed by the Tribe to any third party manager (or, if the Tribe does not intend to engage a third party manager, upon the terms and conditions set forth in this Agreement), with a prompt response by Manager required, but in no event later than thirty (30) days after written notice from the Tribe. In the event that Manager declines to accept such offer upon such terms and conditions, the Tribe shall have the right to pursue such Commercial Activities within the Restricted Area, provided that (i) the Tribe may not offer to an unrelated third party terms and conditions which are more favorable than those

Exhibit 8-71

offered to Manager, and (ii) such Commercial Activities shall not commence operations prior to the Opening Date of the Facility unless this Agreement shall have been terminated.

9.21 Cooperation . The Parties hereby agree to cooperate reasonably and fully and shall try to reach agreement or compromise on all matters arising under or relating to this Agreement or the subject matter hereof. In the event that the Parties hereto are unable to reach agreement or compromise on any matter that reasonably may be expected to have an adverse material effect on the Enterprise, that matter shall be submitted to the dispute resolution provisions of Article 10.

9.22 Estoppel Certificate . Manager and the Tribe agree to furnish to the other Parties, from time to time upon request, an estoppel certificate in such reasonable form as the requesting Party may request stating whether there have been any defaults under this Agreement known to the Party furnishing the estoppel certificate and such other information relating to the Enterprise as may be reasonably requested.

9.23 Periods of Time . Whenever any determination is to be made or action is to be taken on a date specified in this Agreement, if such date shall fall on a Saturday, Sunday or legal holiday under the laws of the Tribe or the State, then in such event said date shall be extended to the next day which is not a Saturday, Sunday or legal holiday.

9.24 Stay, Extension and Usury Laws . To the extent permitted by applicable law, the Tribe covenants and agrees that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement or the Transaction Documents, and the Tribe hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to Manager, but shall suffer and permit the execution of every such power as though no such law has been enacted. The Tribe represents and warrants that (i) it has a preexisting personal or business relationship with Manager which pre-dates the Effective Date of this Agreement and the Transaction Documents, (ii) the Tribe and the members of its Tribal Council have the business or financial experience and capacity to protect the interests of the Tribe in connection with the transactions contemplated by this Agreement and the Transaction Documents, (iii) in preparing, negotiating, approving, executing and delivering this Agreement and the Transaction Documents, the Tribe has been represented by outside legal counsel which has a bona fide attorney-client relationship with the Tribe, and (iv) such outside counsel, acting as the Tribe’s professional advisors, has the business or financial experience and capacity to protect the interests of the Tribe in connection with the transactions contemplated by this Agreement and the Transaction Documents.

9.25 No Brokers . The Tribe hereby agrees to indemnify and hold the other harmless from and against any and all claims, loss, liability, damage or expenses (including reasonable attorneys’ fees) suffered or incurred by Manager or its Affiliates as a result of a claim brought by a person or entity engaged or claiming to be engaged by the Tribe or any person or entity which is affiliated with, or under common control with, such person or entity.

Exhibit 8-72

9.26 Government Savings Clause . Each of Manager and the Tribe agrees to execute, deliver and, if necessary, record any and all additional instruments, certifications, amendments, modifications and other documents as may be required by the United States Department of the Interior, BIA, the NIGC, the office of the Field Solicitor, or any applicable statute, rule or regulation in order to effectuate, complete, perfect, continue or preserve the respective rights, obligations, liens and interests of the Parties hereto to the fullest extent permitted by law; provided, however, that any such additional instrument, certification, amendment, modification or other document shall not materially change the respective rights, remedies or obligations of the Tribe or Manager under this Agreement or other Transaction Documents.

9.27 Standard of Reasonableness . Except as otherwise provided herein, all provisions of this Agreement and all Transaction Documents and actions necessary to implement or enforce any such agreement or provision shall be governed by a standard of commercial reasonableness and good faith. Obligations of any Party to use best efforts will also be qualified by a standard of commercial reasonableness and good faith.

9.28 Preservation of Agreement . Except as otherwise provided in Section 9.3, each of Manager and the Tribe represent and warrant that they shall not act in any way whatsoever, directly or indirectly, to cause this Agreement to be amended, modified, canceled, or terminated. Each of Manager and the Tribe further warrant and represent that they shall take all actions necessary to ensure that this Agreement shall remain in effect at all times.

9.29 Recordation . At the option of Manager or the Tribe, any security agreement related to this Agreement or any Transaction Documents may be recorded in any public records. Where such recordation is desired in any relevant recording office maintained by the Tribe, and/or in the public records of the BIA, the Tribe will accomplish such recordation upon the request of Manager. Manager shall promptly reimburse the Tribe for all expenses, including reasonable attorneys fees, incurred as a result of such request.

9.30 No Joint Venture . The Parties further agree and acknowledge that it is not their intent, and that this Agreement shall not be construed, to create a joint venture between the Tribe and Manager. Rather, Manager shall be deemed to be an independent contractor of the Tribe and the Enterprise for all purposes hereunder.

9.31 Recitals . The recitals at the beginning of this Agreement are true and are incorporated by reference herein.

9.32 Interpretation . When a reference is made in this Agreement to Articles or Sections, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.

9.33 Third Party Beneficiary . This Agreement is exclusively for the benefit of the Parties hereto and their respective Affiliates and, at the discretion of Manager, any Indemnitee and it may not be enforced by any party other than the Parties to this Agreement, their Affiliates or, at the discretion of Manager, an Indemnitee. This Agreement shall not give rise to liability to any third party other than the authorized successors and assigns of the Parties hereto, their Affiliates or, at the description of Manager, an Indemnitee.

Exhibit 8-73

9.34 Preparation of Agreement . This Agreement has been carefully prepared and reviewed by counsel for each Party hereto and shall not be construed more strongly for or against any Party hereto regardless of who is responsible for its preparation.

9.35 Reasonable Consideration . The Tribe, after consultation with its legal, financial and other professional advisors, acknowledges, represents, warrants and agrees that, taking into account the terms and conditions of and circumstances surrounding the transactions contemplated this Agreement, the payments to be made by the Tribe or its Affiliates to Manager pursuant to the terms of this Agreement are reasonable and appropriate, constitute reasonable consideration and fair value, and are proportionate to the value provided to the Tribe by Manager under this Agreement.

9.36 Free and Voluntary Act . The Tribe acknowledges, represents, warrants and agrees that, prior to the execution and delivery of this Agreement, (i) the Tribe has had ample opportunity to review the legal and financial terms of this Agreement, (ii) the members of the Tribal Council of the Tribe have had ample opportunity to discuss, and have discussed, this Agreement and any related documents with the Tribe’s legal, financial and other professional advisors, (iii) the Tribe and the members of the Tribal Council understand the provisions of this Agreement, the significance of them and the risks inherent in them, and (iv) the Tribe enters into this Agreement, and all documents required to be entered into pursuant to this Agreement, freely, voluntarily and without duress or compulsion.

9.37 Encumbrances . Notwithstanding any other provision of this Agreement, the Transaction Documents or any other agreement between or among the Tribe, Manager and their respective Affiliates, nothing in this Agreement is intended to (i) transfer, or in any other manner, convey any interest in land or other real property to Manager or its Affiliates, or (ii) attach an encumbrance, claim, lien, charge, liability, mortgage, leasehold mortgage or easement to any real property of the Tribe or its Affiliates.

9.38 Stay, Extension and Usury Laws . To the extent permitted by applicable law, the Tribe, on behalf of itself and the Enterprises, covenants and agrees that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement, and the Tribe hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to Manager, but shall suffer and permit the execution of every such power as though no such law has been enacted. The Tribe represents and warrants that (i) the Tribe and its officers, on the one hand, have personal and business relationships with Manager and its officers, on the other hand, which have existed for over five years prior to the Effective Date of this Agreement, (ii) the Tribe and the members of its Tribal Council have the business or financial experience, capacity and acumen to protect the interests of the Tribe and its affiliates in connection with the transactions contemplated by this Agreement and the Transaction Documents, (iii) in preparing, negotiating, approving, executing and delivering this Agreement and the Transaction Documents, the Tribe has been represented by the law firm of Maier Pfeffer Kim & Geary, LLP, which has a bona fide attorney-client relationship with the Tribe, (iv) Maier Pfeffer Kim & Geary, LLP, acting as the Tribe’s professional advisors, has the business or financial experience, capacity and acumen to

Exhibit 8-74

protect the interests of the Tribe in connection with the transactions contemplated by this Agreement and the Transaction Documents, (v) Maier Pfeffer Kim & Geary, LLP are not controlled, employed or compensated by, and do not intend to be controlled, employed or compensated by Manager or its affiliates, and (vi) this Agreement and the Transaction Documents have been provided to, and reviewed and commented upon by, the National Indian Gaming Commission prior to the Effective Date of this Agreement. The Tribe, on behalf of itself and the Enterprises, agrees not to take any position in any dispute or forum which is inconsistent with the representations and warranties set forth in this Section.

9.39 Rights and Obligations of the Authority . Notwithstanding any provision hereof to the contrary, in view of the assignment, allocation and delegation by the Tribe to the Authority of this Agreement pursuant to the terms of the Authority Statute, the Parties confirm that all rights, title, interest, duties and obligations of the Tribe hereunder are and shall be construed and interpreted as rights, title, interest, duties and obligations of the Authority; provided that, notwithstanding such assignment, the Tribe shall remain liable for the performance of its obligations hereunder and such assignment shall not constitute a novation of the Tribe with respect to such obligations.

ARTICLE 10

DISPUTE RESOLUTION

10.1 Disputes with Patrons . Disputes that arise between the Enterprise, the Tribe, Manager, any Affiliate of Manager, any Manager Employee or any Off-Site Manager Employee, on the one hand, and any patron of the Facility, on the other hand, shall be resolved in accordance with the applicable Tribal ordinances.

10.2 Disputes with Enterprise Employees . Disputes that arise between the Enterprise, the Tribe, Manager, any Affiliate of Manager, any Manager Employee or any Off-Site Manager Employee, on the one hand, and any Enterprise Employee, on the other hand, shall be resolved pursuant to the Enterprise Employee Policies developed and implemented pursuant to Section 3.2.

10.3 Disputes Between the Tribe and Manager . Disputes (as defined in Article 1) shall be resolved by the following Dispute resolution process.

(a) The Parties shall first meet and confer in a good faith attempt to resolve the Dispute through negotiations not later than ten (10) calendar days after receipt of written notice of the Dispute, unless the Parties agree in writing to an extension of time.

(b) If the Dispute is not resolved to the satisfaction of the Parties within thirty (30) calendar days after the first meeting in Subsection (a), then the Dispute shall be submitted to binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (see http://www.jamsadr.com/index.asp) in effect at the time of submission, except as modified by the provisions of this Agreement.

Exhibit 8-75

determined by any court and, in determining any such question, all doubts shall be resolved in favor of the Dispute and all portions thereof being within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement. The Parties intend that the issue of whether a Tribal Governmental Action constitutes a breach of contract, a tort or any other impairment of rights to constitute an issue which is within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement. In the event the arbitration panel determines that any issue in a Dispute is not within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement or otherwise declines jurisdiction over all or any portion of a Dispute, the remaining portion of the Dispute may be resolved in any court of competent jurisdiction.

(d) If the Tribe is a named party to any arbitration or court proceedings, no other Affiliate of the Tribe shall be considered to be, and the Tribe agrees not to assert that any Affiliate of the Tribe is, an indispensable party to the Dispute or any arbitration or court proceedings, and it shall not be necessary for any Affiliate of the Tribe to be a named party to the Dispute or the arbitration or court proceedings in order for the arbitrators or the court to accept jurisdiction and arbitrate or litigate any Dispute involving or affecting such Affiliate of the Tribe. The Parties agree that, while any arbitration or court proceedings are pending, the Parties shall continue to possess the rights and perform their duties and obligations as set forth in this Agreement and the other Transaction Documents.

(e) Discovery shall be permitted in accordance with the Federal Rules of Civil Procedure, subject to supervision as to scope and appropriateness by the arbitrators.

(f) Judgment on any arbitration award may be entered in any court having jurisdiction over the Parties. Awards, judgments, decrees and orders shall be binding upon the Parties and their respective Affiliates.

(g) Unless the Parties hereto otherwise agree in writing prior to the submission of such Dispute to arbitration, arbitration proceedings under this Section shall be held in San Francisco, California.

(h) Any Party may, at any time prior to the selection of an arbitrator or arbitrators, require that the arbitrator or arbitrators selected be an attorney or attorneys licensed to practice law in the United States and that the attorneys have experience in Indian law and/or commercial issues.

(i) Unless the Parties hereto otherwise agree in writing, any Dispute to be arbitrated shall be submitted to a panel of three arbitrators. One arbitrator shall be selected by the Tribe, one arbitrator shall be selected by Manager and the third arbitrator shall be selected by mutual agreement of the two arbitrators selected by the Parties hereto.

(j) The arbitration award shall be in writing signed by each of the arbitrators, and shall state the basis for the award. The arbitration award shall be set forth in reasonable detail as to its findings of fact and law, and basis of determination of award form and amount. The arbitration findings and award shall be considered to be confidential information which shall not be disclosed except as permitted by this Agreement or agreement of the Parties.

Exhibit 8-76

(k) In connection with any arbitration award, the arbitrators shall be empowered to award such damages and other remedies as they deem appropriate, including, without limitation, interim injunctive relief, permanent injunctive relief, declaratory relief, specific performance or monetary damages. The arbitrators may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrators and the reasonable attorneys’ fees of the prevailing party. Notwithstanding the foregoing, the arbitrators shall not have the power or authority to award exemplary or punitive damages or to award disgorgement, forfeiture or restitution of any prior payment received under this Agreement or any Transaction Documents. Also, the arbitrators shall not have the power to compel, overturn, negate or modify any Tribal Governmental Action or award injunctive relief or specific performance with respect to any Tribal Governmental Action; provided, however, such restriction shall not prevent an arbitrator from determining that the taking of any Tribal Governmental Action, or the failure to take any Tribal Governmental Action, constitutes a breach of this Agreement or any Transaction Document by the Tribe or its Affiliate or the impairment of rights of the Manager under this Agreement or any Transaction Document, which therefore results in liability on the part of the Tribe for damages or other remedies in favor of Manager or its Affiliates; and provided, further, that such restriction shall not prevent Manager from enforcing its rights with respect to this Agreement and the other Transaction Documents, or the liens and security interests granted thereunder (if applicable), including, without limitation, realizing on collateral encumbered thereby.

(l) Arbitration awards made pursuant to this Section 10.3 shall be enforceable under Title 9 of the United States Code and any applicable tribal, federal or state law governing the enforcement of arbitration awards.

(m) In addition to any basis for appeal of an arbitration award stated in Title 9 of the United States Code or any applicable tribal, federal or state law governing the enforcement of arbitration awards, any Party hereto may appeal an arbitration award on the basis that the arbitrator or arbitrators incorrectly decided a question of law in making the award, or the award was made in an arbitrary or capricious manner or in manifest disregard of the factual evidence.

(n) Any Party hereto, without having to comply with the provisions of Subsections 10.3 (a) or (b) or exhaust any tribal remedies first, shall have the right to seek and obtain a temporary restraining order, permanent injunction or other order from the arbitration panel or a court having jurisdiction over the Parties requiring that the circumstances specified in the order be maintained pending completion of the arbitration or court proceeding, to the extent permitted by applicable law.

(o) The Tribe agrees not to institute any action in any Tribal Court relating to any Dispute without the consent of Manager. The Tribe agrees that any Tribal Court shall enforce and give full faith and credit to any award, judgment, order or decree of any arbitration panel or court in connection with any Dispute.

(p) Each of the Parties hereby waive the right to any jury trial in any action proceeding or claim relating to any Dispute.

Exhibit 8-77

ARTICLE 11

INTELLECTUAL PROPERTY MATTERS

11.1 Manager Marks . Notwithstanding any other provision of this Agreement or any Transaction Document, the Parties acknowledge and agree that neither this Agreement, the other Transaction Documents, nor any communications preceding the date of this Agreement between the Manager or its Affiliates or representatives, on the other hand, and the Tribe or its representatives, on the other hand, expressly or implicitly offered to grant, granted or grants the Tribe, the Enterprise or any other Affiliate of the Tribe any rights whatsoever in any trademarks, service marks, logotypes, advertising, commercial symbols, trade names, trade dress or domain names (collectively, “Marks”) now or hereafter owned or licensed by, or designating, Manager or any of its Affiliates (“Manager Marks”), including, without limitation, any license or right to use any of the Manager Marks. Notwithstanding any other provision of this Agreement or any Transaction Document, and unless otherwise expressly agreed in a separate written agreement hereafter duly approved, executed and delivered by Manager or its Affiliate and the Tribe, the Tribe, the Enterprise and any other Affiliate of the Tribe are expressly prohibited from (i) using any of the Manager Marks, (ii) participating in progressive or similar games or jackpots which utilize any Manager Marks, (iii) adopting any Marks which are confusingly similar to the Manager Marks or which could otherwise be considered to designate Manager or its Affiliates, or (iv) creating the appearance or otherwise suggesting to patrons of the Facility or the Enterprise or any other persons or entities that the operation of the Tribe, the Facility, the Enterprise or the Commercial Activities are being conducted under, or in association with, any of the Manager Marks.

11.2 Manager Proprietary Assets . This Agreement does not grant the Tribe or the Enterprise any rights to license or use (i) any foreign or U.S. patents or patent applications now or hereafter filed, owned or licensed by Manager or its Affiliates, or (ii) any proprietary games, game themes or other assets now or hereafter developed, owned or licensed by Manager or its Affiliates.

11.3 Manager Software . The Tribe and the Enterprise acknowledge and agree that Manager and its Affiliates currently own or license certain computer software and related documentation, and may in the future develop, own or license additional computer software and related documentation, which could be useful in the operation of the Facility or the Enterprise as the same may be further developed, upgraded and supplemented from time to time (collectively, “Manager Software”).

Exhibit 8-78

Information as confidential information and as a trade secret(s). The Tribe and the Enterprise further acknowledge and agree that proprietary information owned or licensed by Manager or its Affiliates shall be considered “Manager Proprietary Information” for the purposes of this Agreement whether or not Manager or its Affiliates label or otherwise designate such information as confidential or proprietary information at the time it is provided to the Tribe or the Enterprise.

11.5 License Matters . The Tribe, the Enterprise or the Business Board may, in their discretion, request that Manager or its Affiliates license or sublicense certain Manager Software or Manager Intellectual Property to the Tribe or the Enterprise. Manager or its Affiliates may in their discretion, but shall not be obligated to, license or sublicense any requested Manager Software or Manager Proprietary Information to the Tribe or the Enterprise. In the event that Manager or any of its Affiliates elect to license or sublicense any Manager Software or Manager Proprietary Information to the Tribe or the Enterprise, the terms of any such license or sublicense shall be mutually agreed upon by Manager or its Affiliate, on the one hand, and the Business Board acting on behalf of the Tribe or the Enterprise, on the other hand; provided, however, that the members of the Business Board who are Manager Representatives shall recuse themselves from participating in the deliberations of the Business Board relating to such license or sublicense; and provided, further, that, if Manager or its Affiliates request payment of any royalty fee or other payment for such license or sublicense, the amount of such fee or payment shall not, in any event, exceed the amount which the Business Board determines is substantially equivalent to the fees or payments which would be charged by an entity which is not affiliated with Manager for similar software or proprietary information. Unless Manager or its Affiliate, on the one hand, and the Business Board, on the other hand, expressly agree otherwise in writing, the license or sublicense by Manager or its Affiliates to the Tribe or the Enterprise of Manager Software or Manager Proprietary Information shall be: (i) royalty-free; (ii) non-exclusive; (iii) for use only at the Facility; (iv) for use only by the Tribe or the Enterprise without any right to sublicense, disclose or distribute to any third party; (v) be for a term which does not extend beyond the date of the expiration or termination of this Agreement for any reason; and (vi) shall terminate upon the expiration or termination of this Agreement for any reason, after which date the Tribe and the Enterprise shall promptly discontinue use of such Manager Software and/or Manager Proprietary Information and shall return to Manager all copies thereof or documents, summaries or notes relating thereto.

Exhibit 8-79

Software or Manager Proprietary (collectively, “Manager Intellectual Property”); (ii) the Tribe and the Enterprise shall not challenge or attack the validity of Manager’s or its Affiliates’ rights in Manager Intellectual Property; (iii) the Tribe and the Enterprise shall not assert that they have any ownership or other interest in any Manager Intellectual Property, except as a licensee or sublicencee thereof; (iv) the Tribe and the Enterprise shall take such actions and execute, deliver and file such agreements, acknowledgements and other documents as Manager may request in order to confirm and reaffirm Manager’s, Manager’s Affiliate’s or their respective licensors’ sole ownership or other rights in any Manager Intellectual Property, as the case may be; and (v) the Tribe and the Enterprise shall take reasonable actions to avoid causing or permitting anything within their control which may damage, endanger or reduce the value of any Manager Intellectual Property.

11.7 Patron Database . During the term of this Agreement, Manager shall develop and maintain a patron database which contains information regarding patrons who originated any patron card or rewards program at the Facility or the Enterprise or who were inserted into the database as a result of the patron’s activities at the Facility or the Enterprise (the “Patron Database”). During the term of this Agreement, Manager may merge the Patron Database with other databases owned or managed by Manager or its Affiliates and may otherwise use the Patron Database in any manner without requiring any notice, payment or accounting to the Tribe or the Enterprise; provided, however, that, in the event Manager merges the Patron Database with other databases, Manager shall always maintain a separate copy of the Patron Database or shall otherwise be able to segregate the data in the Patron Database from the data in the other databases. Upon expiration or termination of this Agreement for any reason, Manager shall provide the Tribe and the Enterprise with a copy of the data in the Patron Database which is current through such date of expiration or termination in machine readable form and/or written form, at the election of the Tribe. After the date of expiration or termination of this Agreement for any reason, Manager may use the data in the Patron Database in any manner, and the Tribe and the Enterprise may use the data in the copy of such Patron Database provided by Manager to the Tribe and the Enterprise in any manner, without requiring any notice, payment or accounting to the other Party.

[SIGNATURES ON FOLLOWING PAGE]

Exhibit 8-80

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

“Tribe”		“Manager”

FEDERATED INDIANS OF		SC SONOMA MANAGEMENT, LLC a
GRATON RANCHERIA, a		California limited liability company
federally recognized Indian
tribe

By:	/s/ Greg Sarris	By:	/s/ Scott M Nielson
	Greg Sarris, Tribal Chair		Scott M Nielson, Secretary

ATTEST:

	/s/ Jeannette Anglin
	Jeannette Anglin, Tribal Secretary

“Authority”

GRATON ECONOMIC
DEVELOPMENT
AUTHORITY

By:	/s/ Greg Sarris
	Greg Sarris, President of the Board of
	Directors

Exhibit 8-81

Exhibit 10.33

AMENDED AND RESTATED

NON-GAMING MANAGEMENT AGREEMENT

BETWEEN

FEDERATED INDIANS OF GRATON RANCHERIA

A FEDERALLY RECOGNIZED INDIAN TRIBE,

GRATON ECONOMIC DEVELOPMENT AUTHORITY

AND

NP SONOMA LAND HOLDINGS LLC

A CALIFORNIA LIMITED LIABILITY COMPANY

Dated as of August 6, 2012

Exhibit 9-2

TABLE OF CONTENTS

RECITALS		1

AGREEMENT		2

ARTICLE 1 DEFINITIONS		2

ARTICLE 2 AUTHORITY AND DUTY OF MANAGER		16

2.1	Appointment as Manager	16
2.2	Limitations	16
2.3	Manager’s Authority and Responsibility	17
2.4	Compliance with Laws; Best Efforts to Obtain Necessary Approvals	18
2.5	Security	19
2.6	Accounting, Financial Records, and Audits	19
2.7	Cash Monitoring; Policies and Procedures; Surveillance	21
2.8	Bank Accounts, Reserve Funds and Permitted Investments	21
2.9	Enforcement of Rights	23
2.10	Fire, Safety and Law Enforcement Services	24
2.11	Timely Payment of Costs of Non-Gaming Operations	24
2.12	Acquisition of Equipment	24
2.13	Hours of Operation	24
2.14	Access to Facility	24
2.15	Advertising	24
2.16	Maintenance	25
2.17	Effective Date; Term	25
2.18	[Intentionally Omitted]	25
2.19	Creation and Operation of Business Board	25
2.20	Business Board Meetings	26
2.21	Tribal Laws	27
2.22	Best Efforts; Covenant of Good Faith and Fair Dealing	27
2.23	Compliance with Financing Agreements	27
2.24	Affiliates	28
2.25	Tribal Licenses	28
2.26	Taxes	28
2.27	Enactment of Ordinances	29
2.28	Standard of Care	29
2.29	Management Exclusivity	29
2.30	Amendment to Agreement	30

ARTICLE 3 EMPLOYMENT MATTERS; OTHER COVENANTS		30

3.1	Manager’s Responsibilities for Employees	30
3.2	Enterprise Employee Policies	31
3.3	Manager Employees	31
3.4	Off-Site Manager Employees	31

Exhibit 9-3

3.5	No Manager Wages or Salaries	32
3.6	[Intentionally Omitted]	32
3.7	[Intentionally Omitted]	32
3.8	Indian Preference, Recruiting and Training	32
3.9	Discipline of Enterprise Employees	33
3.10	Conflict of Interest	33
3.11	Participation in Tribe Functions	33
3.12	Alcoholic Beverages and Tobacco Sales	33
3.13	No Liens or Encumbrances	34
3.14	Additional Tribal Covenants	34

ARTICLE 4 INSURANCE		36

4.1	Duty to Maintain	36
4.2	Payment of Deductibles	37
4.3	Evidence of Insurance	37
4.4	Insurance Proceeds	37

ARTICLE 5 BUDGETS, COMPENSATION; REIMBURSEMENT		37

5.1	Pre-Opening Budget; Staffing Plan	37
5.2	Operating Capital	38
5.3	Annual Business Plan, Annual Operating Budget and Annual Capital Budget	38
5.4	Adjustments to Annual Business Plan, Annual Operating Budget and Annual Capital Budget	40
5.5	Capital Expenditures	41
5.6	Capital Expenditure Account	41
5.7	Periodic Contributions to Capital Expenditure Account	41
5.8	Use and Allocation of Capital Expenditure Account	42
5.9	Deposits	42
5.10	[Intentionally Omitted]	42
5.11	Daily and Monthly Statements	42
5.12	Distribution of Contract Net Revenues	43
5.13	Annual Audit	44

ARTICLE 6 TERMINATION		45

6.1	Termination for Material Breach	45
6.2	Mutual Consent	46
6.3	Involuntary Termination Due to Changes in Law	46
6.4	Other Rights Upon Material Breach; Ownership of Assets; Repayment of Obligations on Expiration or Termination
6.5	Notice of Termination	48
6.6	Cessation of Commercial Activities at the Facility	48
6.7	Cumulative Remedies	50

Exhibit 9-4

ARTICLE 7 INDEMNIFICATION OF MANAGER		50

ARTICLE 8 [Intentionally Omitted]		51

ARTICLE 9 MISCELLANEOUS		51

9.1	Assignment and Subcontractors	51
9.2	Notices	52
9.3	Amendments	52
9.4	Counterparts	53
9.5	Force Majeure	53
9.6	Time is Material	53
9.7	Further Assurances	53
9.8	Severability	53
9.9	Waiver of Sovereign Immunity	53
9.10	Representations and Warranties of Manager	55
9.11	Representations and Warranties of Tribe	55
9.12	Governing Law	57
9.13	Entire Agreement	57
9.14	Representatives of Tribe	57
9.15	Limitations of Liability	57
9.16	Approvals	57
9.17	Inconsistent Positions	57
9.18	Request for Federal Approval	58
9.19	Non-Disclosure	58
9.20	Non-Competition and Right of First Offer	58
9.21	Cooperation	59
9.22	Estoppel Certificate	59
9.23	Periods of Time	59
9.24	Stay, Extension and Usury Laws	59
9.25	No Brokers	59
9.26	Government Savings Clause	60
9.27	Standard of Reasonableness	60
9.28	Preservation of Agreement	60
9.29	Recordation	60
9.30	No Joint Venture	60
9.31	Recitals	60
9.32	Interpretation	60
9.33	Third Party Beneficiary	60
9.34	Preparation of Agreement	61
9.35	Reasonable Consideration	61
9.36	Free and Voluntary Act	61
9.37	Not a Management Contract	61
9.38	Encumbrances	62
9.39	No Proprietary Interest in Gaming or Violation of Law	62
9.40	Stay, Extension and Usury Laws	63
9.41	Rights and Obligations of the Authority	63

Exhibit 9-5

iii

ARTICLE 10 DISPUTE RESOLUTION		63

10.1	Disputes with Patrons	63
10.2	Disputes with Enterprise Employees	64
10.3	Disputes Between the Tribe and Manager	64

ARTICLE 11 INTELLECTUAL PROPERTY MATTERS		66

11.1	Manager Marks	66
11.2	Manager Proprietary Assets	67
11.3	Manager Software	67
11.4	Manager Proprietary Information	67
11.5	License Matters	67
11.6	Ownership Matters	68
11.7	Patron Database	68

Exhibit 9-6

AMENDED AND RESTATED NON-GAMING MANAGEMENT AGREEMENT

This AMENDED AND RESTATED NON-GAMING MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of August, 2012, by and between the FEDERATED INDIANS OF GRATON RANCHERIA, a federally recognized Indian tribe (the “Tribe”), GRATON ECONOMIC DEVELOPMENT AUTHORITY, a wholly-owned, unincorporated instrumentality of the Tribe (the “Authority”) and NP SONOMA LAND HOLDINGS LLC, a California limited liability company, successor in interest to SONOMA LAND HOLDINGS, LLC, a California limited liability company (“Manager”).

RECITALS

A. The Tribe and Manager are parties to a Management Agreement dated as of April 22, 2003, as amended by that Amendment No. 1 to Management Agreement dated as of August 10, 2005 (collectively, the “Original Agreement”). The Tribe and Manager entered into a Non-Gaming Management Agreement dated September 8, 2010, which superseded and restated the Original Agreement and which granted Manager the right to manage the Tribal enterprise which will conduct non-gaming operations on the terms and conditions set forth therein (the “2010 Non-Gaming Management Agreement”). The Tribe and Manager desire to enter into this Amended and Restated Non-Gaming Management Agreement, which amends and restates the 2010 Non-Gaming Management Agreement.

C. The United States has acquired land in trust for the benefit of the Tribe and over which the Tribe possesses sovereign governmental powers.

E. The Tribe, the Manager and the Authority desire for the Authority to become a party to this Agreement and the Authority agrees to be bound by the terms of this Agreement.

G. The Tribe and the Authority presently lack the resources to develop and operate a commercial facility and the Enterprise on their own and desire to retain the services of a manager, with knowledge and experience in the industry, to manage a commercial facility on the Site.

Exhibit 9-7

H. Manager has represented to the Tribe that Manager and its Affiliates have the managerial capacity to manage the Enterprise.

J. This Agreement shall become effective upon the Effective Date and shall continue for a term as described in Section 2.17, unless otherwise provided in this Agreement.

K. All Commercial Activities conducted at the Facility will at all times comply with any applicable Tribal law.

L. During the term of this Agreement, the Tribe and the Authority desire to grant to Manager the exclusive right and obligation to manage, operate and maintain the Enterprise and to train Tribal members and others in the management, operation and maintenance of the Enterprise, and Manager desires to perform all such services for the Tribe and the Authority.

M. Any dispute between the Parties regarding this Agreement or any other Transaction Document is to be subject to the dispute resolution and governing law provisions contained herein, unless otherwise provided in such Transaction Document.

AGREEMENT

ARTICLE 1

DEFINITIONS

In addition to certain terms defined elsewhere in this Agreement, the terms listed below shall have the meaning assigned to them in this Article:

Exhibit 9-8

“Agreement” means this Amended and Restated Non-Gaming Management Agreement, as the same may be amended or modified from time to time.

“Annual Business Plan”, “Annual Operating Budget” and “Annual Capital Budget” means the business plan, operating budget and capital budget described in Section 5.3.

Exhibit 9-9

“Authority Statute” has the meaning ascribed to such term in Recital D.

“BIA” means the United States Department of the Interior Bureau of Indian Affairs.

“Blocked Account Agreement” means any Non-Gaming Blocked Account Agreement among the Tribe, Manager and Bank of America, N.A. and such other similar agreement or agreements which may be entered into from time to time among the Tribe, Manager and any bank which acts as a depository institution for the Tribe or the Enterprise, as the same may be amended or modified from time to time.

“Business Board” shall have the meaning ascribed to it in Section 2.19.

“Capital Expenditure Account” shall have the meaning ascribed to it in Section 5.6.

“Class II Gaming” means gaming defined as class II gaming in the IGRA.

“Class III Gaming” means all gaming that is not class I or class II gaming as defined in the IGRA and that is authorized under any Tribal-State Compact or applicable law.

“City MOU” means the Memorandum of Understanding dated October 14, 2003, between the Tribe and the City of Rohnert Park, as the same may be amended or supplemented from time to time.

“Collateral Assets” means the “Collateral” as such term is defined in the Security Agreement or the Blocked Account Agreement.

“Commencement Date” means the first day on which Commercial Activities operated at the Facility or by the Enterprise which are managed by Manager pursuant to this Agreement begins.

Exhibit 9-10

contribution under F.I.C.A., unemployment compensation or other employment taxes, pension fund contributions, workers’ compensation, group life, accident and health insurance premiums and costs, and profit sharing, severance, retirement, disability, relocation, housing and other similar benefits; provided, however, that the term “Compensation” shall not, in any event, include stock options or other rights in equity in Manager or any of its Affiliates.

“Commercial Activities” means Non-Gaming Activities. The term “Commercial Activities” does not include Gaming Activities or Other Activities.

“Contract Net Revenues” means Gross Revenues less Costs of Operations (excluding the Management Fee). For the avoidance of doubt, (a) the calculation of “Contract Net Revenues” does not include deductions from Gross Revenues for (i) Management Fees or (ii) Excluded Costs other than Deductable Non-Enterprise Costs, and (b) Contract Net Revenues hereunder are not intended to be duplicative of “Contract Net Revenues” under the Gaming Management Agreement and, accordingly any item included in the calculation of “Contract Net Revenues” under Gaming Management Agreement (whether such item increases or decreases such “Contract Net Revenues”) shall not be included in the calculation of Contract Net Revenues hereunder.

“Costs of Non-Gaming Operations” means the total of all operating expenses incurred in the operation of the Enterprise, including, but not limited to, the following: (1) fees imposed upon the Enterprise by the NIGC; (2) NIGC, State or Tribal license or other fees for background investigations of and the issuance of gaming licenses to Enterprise Employees, including, without limitation, “key employees” and “primary management officials” as defined in 25 C.F.R. § 502.14 and § 502.19; (3) all Governmental Agreement Payments and all payments to other parties to mitigate environmental and other impacts of the Facility and the Enterprise on the surrounding community which mitigate environmental and other impacts which are solely or primarily related to the Enterprise, and the Enterprise’s Allocable Share of such Governmental Agreement Payments and other payments which mitigate environmental and other impacts which relate to both the Enterprise and any Other Entities; (4) costs of administration, recruiting, hiring, firing and training employees working in the Facility or for the Enterprise; (5) all of the Compensation and benefits for Enterprise Employees, Manager Employees and Off-Site Manager Employees working solely or principally for the Enterprise and the Enterprise’s Allocable Share of the Compensation and benefits for Enterprise Employees, Manager Employees and Off-Site Manager Employees who work jointly for the Enterprise and Other Entities; (6) costs of or payments for allowances and complimentary services (including, without limitation, complimentary services provided by any Other Entities) provided at the request of the Enterprise and in support of its Commercial Activities; (7) Late Payment Charges due under this Agreement; and (8) other operating expenses related solely or primarily to the Enterprise or the Commercial Activities conducted at the Facility or by the Enterprise and the Enterprise’s Allocable Share of operating expenses which relate jointly to the Enterprise and Other Entities, including, without limitation: materials, supplies, inventory, utilities, repairs and maintenance (excluding capital assets, the costs of which shall be depreciated or amortized as hereinabove provided), insurance and bonding, marketing, advertising, annual audits, accounting, bank fees, legal or other professional and consulting services, security or guard services, and such other operating expenses necessarily, customarily and reasonably incurred, and reasonable and necessary travel expenses incurred subsequent to the Commencement Date for Enterprise

Exhibit 9-11

Employees, Manager Employees or Off-Site Manager Employees. Notwithstanding the foregoing, “Costs of Non-Gaming Operations” shall not include any Excluded Costs unless otherwise approved by Manager, which approval Manager may withhold or condition in its discretion. The fact that the Parties have included an express reference to costs or expenses or categories of costs or expenses in this definition of “Cost of Non-Gaming Operations” shall not be construed as an acknowledgement or admission by the Parties that they necessarily consider such cost or expense to constitute an operating expense of the Enterprise.

“Costs of Operations” means Costs of Non-Gaming Operations.

“Effective Date” means the effective date of this Agreement as determined pursuant to Section 2.17(a).

“Emergency Condition” shall have the meaning ascribed to it in Section 5.5.

“Enterprise” means the Authority, which is the business enterprise of the Tribe created to engage in Non-Gaming Activities at the Facility or on the Site and to which the Tribe assigned, allocated and delegated its rights hereunder pursuant to the Authority Statute. Notwithstanding the foregoing, the term “Enterprise” as used herein does not include any Gaming Enterprise or Other Entity, or activities of the Authority other than Non-Gaming Activities.

“Enterprise Accounts” shall have the meaning ascribed to it in Section 2.8(a).

“Enterprise Employee Policies” shall have the meaning ascribed to it in Section 3.2.

Exhibit 9-12

“Excluded Costs” means (i) any costs or expenses which are not operating expenses of the Enterprise incurred during the period between the Commencement Date and the expiration or termination date of this Agreement, and (ii) any Management Fees whether or not they are operating expenses of the Enterprise incurred during the period between the Commencement Date and the expiration or the termination date of this Agreement. For the avoidance of doubt, “Excluded Costs” includes costs and expenses incurred by the Tribe or any Affiliate of the Tribe other than the Enterprise, including, without limitation, the following costs and expenses which the Parties agree shall be considered to be costs and expenses of the Tribe or an Affiliate of the Tribe other than the Enterprise for the purposes of this Agreement: (1) costs and expenses of the General Council, the Tribal Council, the Business Board, the Gaming Commission, any Tribal Department or any Tribal Committee or any Tribal corporation or other entity (other than the Graton Economic Development Authority); (2) costs and expenses incurred by the Tribe or any Affiliate of the Tribe in performing or providing any Tribal governmental function, program or service to or for the benefit of members of the Tribe, including health care, tuition assistance, housing, schools, welfare, or needy family assistance; (3) costs and expenses of, or any payments due under, any Tribal revenue allocation plan or per capita distribution plan; (4) contributions and payments to any non-profit, religious, educational, charitable, scientific, literary, civic, social welfare, labor, agricultural, social, or fraternal organizations or institutions (not including contributions or other payments to be made by the Tribe pursuant to the City MOU or the County MOU, which contributions and other payments have been previously approved by Manager); (5) contributions and payments to or for the benefit of any political party or organization or candidate for public office; (6) costs and expenses associated with any effort to affect any election, recall, initiative, referendum or public vote; and (7) costs and expenses associated with any effort to affect any proposed law, rule, regulation, initiative, referendum or public policy. For the avoidance of doubt, “Excluded Costs” includes costs and expenses incurred by any Gaming Enterprise or Other Entity, including, without limitation, the following costs and expenses which the Parties agree shall be considered to be costs and expenses of a Gaming Enterprise or an Other Entity: (8) costs and expenses which are not for the purposes of generating Gross Revenue for the Enterprise, including costs and expenses of any Gaming Enterprise or Other Entity; (9) management fees which the Tribe or any of its Affiliates owes to any entity other than Manager or its Affiliates; (10) a Gaming Enterprise’s or Other Entity’s Governmental Agreement Payments and other payments or Allocable Share of Governmental Agreement Payments and other payments which mitigate environmental and other impacts of a Gaming Enterprise or Other Entity; (11) a Gaming Enterprise’s or Other Entity’s depreciation expenses or Allocable Share of depreciation expenses with respect to real property located on the Site; (12) a Gaming Enterprise’s or Other Entity’s depreciation and amortization expenses or Allocable Share of depreciation and amortization expenses with respect to personal property assets located on the Site, including all capital assets and Furnishings and Equipment; and (13) a Gaming Enterprise’s or Other Entity’s interest and other expenses or Allocable Share of interest and other expenses associated with the Transition Loan and the Facility Loan. For the avoidance of doubt, “Excluded Costs” include costs or expenses of or for the benefit of the Enterprise which do not constitute operating expenses, including, without limitation, the following costs and expenses which the Parties do not consider to be operating expenses for the purposes of this

Exhibit 9-13

Agreement: (14) principal payments on loans; (15) Capital Expenditures or costs and expenses associated with the acquisition of capital assets; (16) reserves of the Enterprise, including the Capital Expenditure Account; and (17) any taxes, levies, assessments or license fees collected or paid by the Tribe or the Enterprise; (18) all of the depreciation expenses for real property located on the Site which is solely or primarily used by the Enterprise and the Enterprise’s Allocable Share of depreciation expenses for real property located on the Site which is used jointly by the Enterprise and any Other Entities; (19) all of the depreciation and amortization expenses for all personal property and intellectual property assets solely or primarily used by the Enterprise and the Enterprise’s Allocable Share of depreciation and amortization expenses for all other personal property or intellectual property assets used jointly by the Enterprise and any Other Entities, and (20) the Enterprise’s Allocable Share of interest expenses of the Transition Loan and the Facility Loan. For the avoidance of doubt, “Excluded Costs” include any fees, costs and expenses which constitute operating expenses of the Enterprise, but which are considered to be incurred (pursuant to generally accepted accounting principles) during accounting periods prior to the Commencement Date or subsequent to the expiration or termination date of this Agreement, regardless of when such fees, costs or expenses are actually paid, including, without limitation, the following fees, costs and expenses which the Parties consider to have been or will be incurred prior to the Commencement Date for the purposes of this Agreement: (21) Pre-Opening Expenses; (22) interest, depreciation or amortization expenses for accounting periods prior to the Commencement Date; (23) payments due under any development, design or construction agreements for services performed or substantially performed prior to the Commencement Date; and (24) payments due under any other agreement entered into by the Tribe or the Enterprise for services performed or substantially performed prior to the Commencement Date. Notwithstanding the fact that a cost or expense constitutes an “Excluded Cost,” the Parties may, upon mutual agreement, elect for the Tribe or the Enterprise to treat such cost or expense as a Cost of Non-Gaming Operations for the purposes of this Agreement, in which event such cost or expense would be deducted from Gross Revenues in calculating Contract Net Revenues. In the event that Manager makes such an election with respect to a recurring cost or expense, Manager’s election shall be deemed to apply to each instance in which such costs or expense recurs, unless otherwise specified in Manager’s election.

Exhibit 9-14

Transition Loan; the acquisition of the Site and alternative sites; the development, construction, furnishing, equipping and operation of the Facility and the Other Entities Facilities; the expenses associated with the opening of the Facility; and the initial operating capital, as well as working capital, of the Authority, Gaming Enterprises and the Gaming Commission, in each case as the same may be amended, modified, renewed, refunded, replaced in any manner (whether upon termination or otherwise) or refinanced in whole or in part from time to time.

“Facility Loan Lenders” means, collectively, the Lenders in respect of the Facility Loan.

“Furnishings and Equipment” means all furniture, furnishings and equipment acquired for or used in the operation of the Enterprise wherever located, including, without limitation:

(a) Cashier, redemption, kiosk, money sorting and money counting equipment, surveillance and communications equipment, and security equipment;

(b) Office furnishings and equipment;

(d) Video games of chance, table games, keno equipment, bingo equipment and other gaming equipment;

(e) All other furnishings and equipment hereafter located and installed in or about the Facility or on the Site which are used in the operation of the Enterprise.

“Gaming” means Class II Gaming and/or Class III Gaming, as the case may be.

“Gaming Commission” means the Gaming Commission of the Tribe established or to be established by the Tribe.

“Gaming Enterprise(s)” means any commercial corporation or enterprise of the Tribe which engages in Gaming Activities. For the avoidance of doubt, the term “Gaming Enterprise” does not include the Enterprise and any “Gaming Enterprise” is an Other Entity.

Exhibit 9-15

“Gaming Management Agreement” means the Amended and Restated Gaming Management Agreement between the Tribe and SC Sonoma Management, LLC dated as of [ ].

“Gaming Ordinance” shall mean a gaming ordinance adopted by the Tribe and approved by the Chairman of the NIGC in accordance with IGRA.

“Governmental Authorities” means any federal, state, county, municipal or tribal government or any political subdivision, court, agency, department, district, commission, board, bureau or instrumentality thereof, including, without limitation, the United States, the BIA, the National Indian Gaming Commission, the State, the California Gambling Control Commission, the County of Sonoma, California, the City of Rohnert Park, the Tribe and the Tribe’s Affiliates.

“Governmental Agreement Payments” means fees, charges, contributions and payments paid to local governments, the State, or any department, agency, district, instrumentalities or other body or fund thereof, pursuant to any agreement or amendment thereto entered into between the Tribe and such entity (not including any Tribal-State Compact); provided, however, that, prior to the execution of such agreement or amendment, Manager shall have approved each contribution or payment to be made thereunder as an operating expense of the Enterprise and therefore a Cost of Non-Gaming Operations, which approval shall not be unreasonably withheld, conditioned or delayed; provided, further, that contributions or other payments to non-profit, charitable or educational organizations or institutions shall not be considered to be an operating expense of the Enterprise and a Cost of Non-Gaming Operations unless approved by Manager, which approval Manager may withhold or condition in its discretion; and provided, further, that one-time or other non-recurring contributions or payments made by the Tribe pursuant to such agreement or amendment shall be depreciated or amortized on a straight-line basis over the term of such agreement or amendment. Manager acknowledges that, for the purposes of this definition, Manager has approved all contributions or other payments to be made by the Tribe pursuant to the City MOU and the County MOU to the extent and as each is in effect as of the date hereof.

“Gross Revenues” means (i) the Enterprise’s total revenue from all Commercial Activities, plus (ii) the Enterprise’s total revenue, receipts or credits relating to Enterprise assets, including, without limitation, (A) receipts or credits for lost or damaged merchandise, (B) the sale or disposition of Enterprise assets, (C) insurance proceeds related to Enterprise assets, or (D) interest on Enterprise accounts, plus (iii) any taxes or assessments collected by the Tribe from Enterprise patrons which are not passed through to Governmental Authorities (other than to the Tribe). For the avoidance of doubt, the “Gross Revenues” of the Enterprise shall include the amounts which the Enterprise charges and receives from Other Entities for services provided by the Enterprise to patrons of such Other Entities on a complimentary basis at the request of such Other Entities. The amount which the Enterprise shall charge and receive from such Other Entities for such services provided by the Enterprise on a complimentary basis at the request of

Exhibit 9-16

Other Entities shall be equal to or less than the best available rate which the Enterprise charges any patron on such date for comparable services.

“IGRA” means the Indian Gaming Regulatory Act of 1988, P.L. 100-497, 25 U.S.C. §§ 2701 et. seq ., and the regulations promulgated thereunder, as the same may be amended from time to time.

“Indemnitees” shall have the meaning ascribed to it in Article 7.

“Indian Lands” means all lands held in trust by the United States for the benefit of the Tribe.

“Legal Requirements” means any and all present and future judicial, administrative, and federal, state, local or Tribal rulings or decisions, and any and all present and future federal, state, local and Tribal laws, ordinances, rules, regulations, permits, licenses, certificates and determinations of suitability, in any way applicable to the Tribe, Manager, their respective employees, the Site, the Facility, or the Enterprise, including, without limitation, the IGRA, the Internal Revenue Code, any Tribal-State Compact, the Gaming Ordinance and any Gaming Commission regulations.

“Lender” means any lender or successor to any lender which lends funds or otherwise extends credit for any portion of the Transition Loan or the Facility Loan to the Tribe, the Authority or the Enterprise or any Gaming Enterprise, including, if applicable, Manager or any Affiliate of Manager, the bondholders or noteholders in any bond or note offering, and any administrative agents, collateral agents, trustees and other agents acting on behalf of any of the foregoing.

“Management Fee” shall have the meaning ascribed to it in Section 5.12(b).

“Manager” means NP Sonoma Land Holdings LLC, a California limited liability company, and its successors and permitted assigns.

“Manager Employees” means those employees of Manager or its Affiliates who are working at the Facility on a full-time or substantially full-time basis and who are not Enterprise Employees, which employees shall hold or perform the following positions or job functions: (1) General Manager and/or Chief Executive Officer; (2) Director of Operations; (3) Director of Finance and/or Chief Financial Officer; (4) Director of Marketing; (5) Director of Information Technology; and (6) up to four additional positions or job functions to be designated by Manager in its discretion from time to time.

“Manager Intellectual Property” shall have the meaning ascribed to it in Section 11.5.

“Manager Marks” shall have the meaning ascribed to it in Section 11.1.

Exhibit 9-17

“Manager Proprietary Information” shall have the meaning ascribed to it in Section 11.3.

“Manager Representatives” shall have the meaning ascribed to it in Section 2.19.

“Manager Software” shall have the meaning ascribed to it in Section 11.2.

“Marks” shall have the meaning ascribed to it in Section 11.1.

“Material Breach” shall have the meaning ascribed to it in Section 6.1.

“MOU Fees” means all Governmental Agreement Payments and all payments to other parties to mitigate environmental and other impacts of the Facility and the Enterprise on the surrounding community which mitigate environmental and other impacts which are solely or primarily related to the Enterprise, and the Enterprise’s Allocable Share based upon the Project Cost Ratio of such Governmental Agreement Payments and other payments which mitigate environmental and other impacts which relate to both the Enterprise and any Other Entities.

“National Indian Gaming Commission” or “NIGC” means the commission established pursuant to the IGRA.

“Non-Gaming Activities” means commercial activities or operations conducted or owned by the Tribe or its Affiliates located on or in connection with the Site which are not Gaming Activities or which generate revenue which is not Gaming revenue, including, without limitation, commercial operations related to any hotel, convention and meeting facilities, parking facilities, entertainment facilities, sports facilities, restaurants, food and beverage services, office space, swimming pool, spa, fitness center, child care facility, bars, lounges, arcade, retail stores, concessions, gift shop and automatic teller machines (ATMs). For the avoidance of doubt, the term “Non-Gaming Activities” does not include Gaming Activities or Other Activities and does not include “gaming activities” or “gaming operations” within the meaning of IGRA.

“Non-Solicitation Agreement” means the Non-Gaming Non-Solicitation Agreement between the Tribe and Manager dated as of the Effective Date, as the same may be amended or modified from time to time.

“Note” means the Non-Gaming Promissory Note executed by the Tribe in favor of Manager dated as of the Effective Date, together with all amendments, substitutions and renewals thereof.

“Off-Site Manager Employees” means employees of Manager or its Affiliates who are not located at the Facility, but who are used by Manager to provide services to the Enterprise.

“Officers’ Certificate” means the Officers’ Certificate issued by officers of the Tribe to Manager dated as of the Effective Date, as the same may be amended, modified or supplemented from time to time.

“Original Agreement” shall have the meaning ascribed to it in Recital A above.

Exhibit 9-18

“Opening Date” means the date on which the Facility or any portion thereof is open to the public for Commercial Activities.

“Other Entity(ies)” means (i) the Tribe, (ii) any Affiliate of the Tribe other than the Enterprise, and (iii) any non-Tribal commercial or non-commercial business or entity which conducts operations at the Facility or on the Site other than Manager or any Affiliate of Manager. For the avoidance of doubt, the term “Other Entity” does not include the Enterprise and does include any Gaming Enterprise or any enterprise of the Tribe which conducts operations which constitute “Gaming” as defined in this Agreement.

“Other Revenue” means revenue which is not revenue from hotel, food or beverage services provided by the Enterprise. For the avoidance of doubt, “Other Revenue” includes, by way of example and not by way of limitation, fees and revenues associated with the following: convention and meeting facilities, parking facilities, entertainment facilities, sports facilities, office space, swimming pool, spa, fitness center, child care facility, arcade, retail stores, concessions, gift shop and automatic teller machines (ATMs).

“Parties” shall mean the Tribe, the Authority and Manager.

“Patron Database” shall have the meaning ascribed to it in Section 11.6.

“Policies and Procedures” shall have the meaning ascribed to it in Section 2.7.

“Pre-Opening Budget” shall have the meaning ascribed to it in Section 5.1(a).

“Pre-Opening Expenses” shall have the meaning ascribed to it in Section 5.1(a).

Exhibit 9-19

relationships, but not including any agreements or business relationships with Manager or its Affiliates.

“Resolution of Waiver” means, collectively, all resolutions previously or hereafter approved by the General Council or the Tribal Council of the Tribe approving this Agreement, the 2010 Non-Gaming Management Agreement and the Transaction Documents, which resolutions evidence all waivers and approvals required pursuant to the Tribe’s governing documents and applicable law relating to this Agreement and the other Transaction Documents.

“Restricted Area” shall have the meaning ascribed to it in Section 9.20.

“Security Agreement” means any Non-Gaming Security Agreement among the Tribe, the Authority and Manager securing the obligations of the Tribe and the Authority under the Note and/or this Agreement, as the same may be amended or modified from time to time.

Exhibit 9-20

The fraction for any given Fiscal Year or portion thereof shall be initially calculated by Manager and approved by the Business Board.

“State” means the State of California.

“Tribal Council” means the governing body of the Tribe composed of the duly elected officers of the Tribe.

“Tribal Representatives” shall have the meaning ascribed to it in Section 2.19.

Exhibit 9-21

ARTICLE 2

AUTHORITY AND DUTY OF MANAGER

2.1 Appointment as Manager . Subject to the limitations and terms and conditions of this Agreement, the Tribe, on behalf of itself and the Enterprise, hereby appoints Manager to act as the sole and exclusive manager of the Facility and the Enterprise and as the exclusive agent for the Tribe and the Enterprise for all non-governmental matters related to the management of the operations of the Facility and the Enterprise during the term of this Agreement. Until the expiration or termination of this Agreement, the Tribe, the Business Board and/or the Enterprise shall not manage the Facility or the Enterprise themselves without the services of Manager pursuant to this Agreement. Manager’s rights and responsibilities as manager of the Facility and the Enterprise shall include, among other things, maintenance and improvement of the Facility and management and operation of the Enterprise’s Commercial Activities at the Facility, on the Site and off the Site. Subject to the terms and conditions of this Agreement, Manager accepts such appointment as the Tribe’s exclusive manager of, and managerial agent for, the Facility and the Enterprise for the term of this Agreement. Subject to the provisions of this Agreement and specifically the restrictions in this Article 2 and the budget provisions in Article 5, Manager shall have, and the Tribe does hereby grant to Manager, the power and authority to act as agent for the Tribe or the Enterprise, to exercise the rights of the Tribe or the Enterprise under, and to execute, modify, or amend any contracts associated with, the operations of the Facility or the Enterprise (excluding this Agreement) in the name of the Tribe, the Enterprise or Manager, including, without limitation, purchase orders, equipment and retail leases, contracts for services, including utilities, and maintenance and repair services, relating to the operation of the Facility or the Enterprise; provided, however, that Manager shall not have the authority to execute, modify or amend real estate agreements or contracts (excluding retail leases), or compacts or other agreements with the State or any other Governmental Authorities, which agreements shall remain within the sole and exclusive authority of the Tribe; and provided, further, that in no event shall Manager execute any contracts or agreements which require payments exceeding $500,000 in the aggregate or which have a term exceeding one (1) year, or such greater dollar amount or longer term as the Business Board may establish from time to time, without the prior approval of the Business Board.

Exhibit 9-22

shall not be in breach or Material Breach of this Agreement for failure to perform services which do not constitute the management or operation of the Facility or the Enterprise, including, without limitation, (i) the design, development, construction, licensing, initial equipping or initial furnishing of the Facility, (ii) the negotiation of agreements or compacts between the Tribe or its Affiliates and any Governmental Authority, or (iii) the arrangement, negotiation or provision of the Transaction Loan, the Facility Loan or any other loan relating to the Facility, the Enterprise or the Furnishings and Equipment. However, the Tribe shall not issue any certification that the Facility is substantially complete or execute or deliver any agreements or compacts between the Tribe or the Enterprise and any Governmental Authority or Lender relating to the completion or substantial completion of the Facility without the prior approval of Manager. As between the Tribe and Manager, the Tribe shall be solely responsible for the design, development, financing, construction, licensing, initial equipping and initial furnishing of the Facility or the Enterprise and, notwithstanding the provisions of Section 2.4, for assuring that the Facility or the Enterprise complies in all respects with all Legal Requirements.

2.3 Manager’s Authority and Responsibility .

(a) Manager shall conduct and direct all business and affairs in connection with the day-to-day operation, management, maintenance, repair, refurbishment or expansion of the Enterprise and the Facility, including, without limitation, the establishment of operating days and hours. The Manager Employee who shall have the primary responsibility for the day-to-day management of the Enterprise shall be the Enterprise General Manager.

(i) the administration of the decorating, cleaning, grounds care and maintenance of the Facility and the Facility’s mechanical, electrical and operating systems;

(ii) the selection, composition, administration and operation of a security force and related security measures, all as more fully described in Section 2.5;

Exhibit 9-23

(iv) subject to the Annual Budget, the terms, conditions and amount of any insurance to be taken out with respect to the Facility and the Enterprise, all as more fully described in Article 4;

(vii) subject to the provisions of Section 5.12, the distribution of revenues generated from the operation of the Enterprise;

(viii) subject to the approval of the Business Board, the selection and location of the financial institution in which the revenues generated from the operation of the Enterprise shall be deposited pursuant to Section 2.8 and administration of the banking arrangements in connection therewith (it being agreed that the financial institution selected should have assets on a consolidated basis of not less than One Hundred Billion Dollars ($100,000,000,000));

(x) the advertisement, marketing and promotion of the Enterprise;

(xi) subject to the approval of the Business Board, the preparation of an Annual Business Plan, Annual Operating Budget and Annual Capital Budget, all as more fully described in Section 5.3; and

2.4 Compliance with Laws; Best Efforts to Obtain Necessary Approvals .

Exhibit 9-24

Affiliates will take no action and adopt no statute, ordinance or regulation that may prejudice, impair or adversely affect Manager’s rights under this Agreement or any Transaction Document or that would violate the doctrines and principles of due process as set forth in the United States Constitution or the Indian Civil Rights Act (25 U.S.C. § 1301, et seq.) and the interpretations thereof.

(b) The Tribe shall comply with, and shall cause the Enterprise to comply with, and Manager shall assist the Tribe and the Enterprise in compliance by the Tribe with, all applicable Legal Requirements, including, without limitation, legal requirements the violation of which would materially impair the conduct of the Commercial Activities of the Enterprise. Without limiting the generality of the foregoing, the Tribe shall supply, and Manager shall assist the Tribe in supplying, to the applicable Governmental Authorities all information necessary to comply with the National Environmental Policy Act, as it may be amended from time to time, and in complying with such Governmental Authorities’ regulations relating thereto; provided, however, that the Tribe shall be responsible for supplying such information. The Tribe and the Enterprise shall make, and Manager shall assist the Tribe and the Enterprise in making, all reasonable arrangements on behalf of the Tribe or the Enterprise as to comply with applicable tax laws, including, without limitation, tax law requirements concerning the reporting and withholding of taxes or other payments due by the Tribe or the Enterprise to any entity pursuant to any agreements the Tribe enters with a Governmental Authority; provided, however, that Manager shall have no other legal or financial responsibility for the Tribe’s or the Enterprise’s due performance and payment in full of such obligations of the Tribe or the Enterprise. The Tribe agrees that, through its Tribal Council and any subsequent or delegated governing or administrative authority, it shall take all reasonable actions necessary or advisable to ensure that the Tribe and the Enterprise comply with the foregoing Legal Requirements, it being understood and agreed that Manager shall not be liable for any violation due to action or inaction of the Tribe or the Enterprise. Manager and the Tribe shall comply with all Legal Requirements and all other agreements affecting the Facility and the Enterprise.

2.6 Accounting, Financial Records, and Audits .

Exhibit 9-25

relating to Commercial Activities as the Business Board requests be made available to and/or copied and delivered to those members of the Business Board who are authorized by the Business Board to inspect, verify and/or receive copies of such books, records and other information relating to Commercial Activities. Authorized members of the Business Board may remove from the Facility copies or originals of books, records and information relating to Commercial Activities; provided, however, that if such members remove originals, they shall leave or immediately provide Manager with copies of such books, records and information for Manager.

(b) At least three (3) months prior to the scheduled Opening Date, and subject to the approval of the Business Board, which approval shall not be unreasonably withheld, conditioned or delayed and which shall occur at least four (4) months prior to the Opening Date, Manager shall establish and maintain satisfactory accounting systems and procedures that shall, at a minimum: (i) include an adequate system of internal accounting controls; (ii) permit the preparation of financial statements in accordance with GAAP; (iii) be susceptible to audit; (iv) allow the Enterprise, the Tribe and the NIGC to calculate any annual fees due under 25 CFR § 514.1; (v) permit the calculation and payment of the Management Fee; and (vi) provide for the allocation of operating expenses or overhead expenses among the Tribe, the Enterprise, Manager and any other user of shared facilities and services. Supporting books and records and the agreed upon accounting systems and procedures shall be sufficiently detailed to permit the calculation and payment of the Management Fee hereunder and to permit the calculation and payment of any fee or contribution computations required under any Legal Requirements or agreements between the Tribe and Governmental Authorities.

(d) All records shall be maintained so as to permit the preparation of financial statements and reports in accordance with GAAP consistently applied and in accordance with procedures to be mutually agreed upon by Manager and the Business Board. Manager shall, as a Cost of Non-Gaming Operations, direct the Enterprise to prepare and furnish to the Business Board monthly financial statements and reports in accordance with Section 5.11; provided, however, that, in the event such financial statements and reports are not prepared by the Enterprise, they shall be prepared by Manager. Such financial statements and reports shall provide reasonable detail as requested by the Business Board with respect to revenues and expenses of each department of the Enterprise. In addition, all Commercial Activities conducted within the Facility shall be subject to independent annual audits, and such audit shall include an audit of all contracts that result in purchases within any given Fiscal Year of supplies, services or concessions relating to the Tribe’s Commercial Activities of Twenty-Five Thousand Dollars ($25,000) or such greater amount as may be specified by the Business Board from time to time (but not including contracts for professional legal or accounting services). The Tribal Council shall cause such audits to be conducted by an independent certified public accounting firm with more than five (5) years experience in audits of Commercial Activities selected by the Tribal Council. The cost of such audits and audit reports (including the annual audit under Section 5.13) shall constitute a Cost of Non-Gaming Operations. Manager shall make any reports or presentations to the Business Board as are reasonably requested by the Business

Exhibit 9-26

Board. Nothing contained in the foregoing shall prohibit Manager from employing an internal auditor to perform ongoing audit functions necessary or useful to the operation of the Enterprise. Such internal auditor shall be a Cost of Non-Gaming Operations.

2.7 Cash Monitoring; Policies and Procedures; Surveillance .

(a) The Business Board may adopt ordinances, regulations or standards which establish internal control standards.

(b) Manager shall develop systems, standards, policies and procedures for the Enterprise which are consistent with requirements of any internal control standards established by the Business Board (the “Policies and Procedures”). The Business Board shall have the right to approve the initial Policies and Procedures developed by Manager and any material amendments or changes to such Policies and Procedures thereafter developed by Manager from time to time. Manager shall direct the Enterprise to implement and comply with the Policies and Procedures and shall direct Enterprise Employees and Manager Employees to comply with the Policies and Procedures; provided, however, that, except as set forth in Section 4.2, Manager shall not be liable to the Enterprise or the Tribe in the event any Enterprise Employee or Manager Employee fails to comply with the Policies and Procedures. The costs of implementing and complying with Policies and Procedures shall be a Cost of Non-Gaming Operations. The Business Board shall have the right to select and retain an auditor to review the adequacy of the Policies and Procedures prior to the Opening Date, and to review the Policies and Procedures from time to time after the Opening Date. The cost of any such review prior to the Opening Date shall be a Pre-Opening Expense and the costs of any such review after the Opening Date shall be a Cost of Non-Gaming Operations.

(c) In consultation with the Business Board, Manager shall direct the Enterprise to procure, install and operate a closed circuit television surveillance system to be used for monitoring the appropriate Commercial Activities of the Enterprise and such other activities as the Business Board and Manager may agree upon from time to time.

2.8 Bank Accounts, Reserve Funds and Permitted Investments .

Exhibit 9-27

Blocked Account(s) and the Enterprise Accounts shall be considered to be funds of the Enterprise and shall not be considered to have been distributed to the Tribe or to be available to the Tribe to be used for purposes unrelated to the Enterprise.

(b) The signatures of authorized representatives of Manager shall be the only signatures required to make withdrawals from the Blocked Account(s) or Enterprise Accounts (i) for single withdrawals of less than Two Hundred Fifty Thousand Dollars ($250,000) or such greater amount as the Business Board may establish from time to time, (ii) for the purposes of making payments on behalf of the Tribe or the Enterprise for payouts, prizes, payroll, taxes, purchases of currency, and payment of amounts owing to Manager under this Agreement, including, without limitation, the Management Fee under Section 5.12(a), (iii) payments to such additional payees or for such additional purposes as the Business Board may approve from time to time, or (iv) if the Tribe or the Enterprise are in default of their obligations under this Agreement; provided, however, that the monies withdrawn by Manager are to be used only for the expenses of the Enterprise or payments or distributions pursuant to Section 5.12 or the other provisions of this Agreement. Except as set forth in the preceding sentence, the signature of the Business Board’s designated representative will also be required for withdrawals from the Blocked Accounts or the Enterprise Accounts. Cash withdrawals shall not be permitted except pursuant to policies drafted by Manager and approved by the Business Board. The authorized representatives of Manager for the purposes of this Section may include Manager Employees or Off-Site Manager Employees.

(c) Notwithstanding the foregoing, the Tribe and the Enterprise agree that, without requiring the signature of any member of the Business Board or its representative, Manager may, or may direct the Enterprise to, make or permit timely transfers between or among any of the Blocked Account(s) and, subject to the terms and provisions of any Facility Loan, any of the Enterprise Accounts, including, without limitation, transfers necessary or appropriate to facilitate the payment on behalf of the Enterprise of (i) Costs of Non- Gaming Operations; (ii) required debt service on the Transition Loan and the Facility Loan, as well as any other third party loans to which Manager has consented in writing pursuant to the terms of this Agreement or any other agreement; (iii) the Management Fee; (iv) any reasonable reserves created and approved by the Business Board and Manager; and (v) payments to the Tribe pursuant to Section 5.12(a).

(d) Subject to the terms and provisions of any Facility Loan, Manager may direct the Enterprise to invest funds deposited in the Blocked Account(s) and the Enterprise Accounts in the following permitted investments: (i) a money market mutual fund registered under the Investment Company Act of 1940 that invests exclusively in (1) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States; (2) commercial paper having, at the time of acquisition, a rating of A-1 or P-l or better from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc., respectively; or (ii) other investments as may be directed by Manager with the prior written consent of the Business Board.

Exhibit 9-28

deemed to have agreed to the form of Security Agreement, attached as an exhibit to the Gaming Management Agreement. The Tribe and the Enterprise agree to execute and deliver to Manager the Blocked Account Agreement, the Security Agreement, financing statements applicable to the Collateral Assets, and such other amendments, agreements and financing statements which amend, supplement or supersede the Blocked Account Agreement, the Security Agreement and such financing statements, as Manager may reasonably request in order to confirm the creation, attachment and perfection of the security interest of Manager and its Affiliates in the Collateral Assets.

2.9 Enforcement of Rights .

Exhibit 9-29

Business Board may increase the foregoing amounts in its discretion. The Manager shall not enter into settlements which exceed the applicable threshold amounts without the consent of the Business Board unless, in the case of claims brought against Manager, its Affiliates or related persons, Manager or its Affiliates agree to pay the excess over the threshold amount from funds of Manager or its Affiliates and not from funds of the Enterprise.

2.10 Fire, Safety and Law Enforcement Services . The Tribe and the Business Board shall be responsible for obtaining, and Manager shall assist the Tribe and the Business Board in obtaining, adequate coverage for fire, safety and law enforcement services for the Facility and the Enterprise and may, in their discretion, have such services provided on a contractual basis by local fire and police departments. The Parties agree that the costs of any fire, safety or law enforcement protection services shall be Costs of Non-Gaming Operations and, if provided by a department of the Tribe, shall not exceed the actual cost to the Tribe of providing such services.

2.11 Timely Payment of Costs of Non-Gaming Operations . Manager shall be responsible for directing the Enterprise to pay Costs of Non-Gaming Operations on behalf of the Enterprise from the bank account(s) established pursuant to Section 2.8 so as to avoid any late-payment penalties (except those incurred as a result of good faith payment disputes or the failure of the Business Board or its designated representative to timely approve such payments, if required) to the extent funds of the Enterprise are available; provided, however, that payment of all such costs (and taxes or similar payments arising from Enterprise operations) shall be solely the legal responsibility of the Enterprise.

2.12 Acquisition of Equipment .

(a) All equipment shall be acquired by the Tribe or the Enterprise or by Manager, acting as agent for the Tribe or the Enterprise, from distributors and manufacturers approved by the Business Board.

2.14 Access to Facility . Manager shall, and shall direct the Enterprise to, provide immediate access at all times to those locations within the Facility which operate the Enterprise’s Commercial Activities for those members of the Business Board who are authorized by the Business Board to access such locations.

Exhibit 9-30

2.17 Effective Date; Term .

(a) This Agreement shall become effective automatically (without need of amendment, ratification or other action of the Parties) upon the execution and delivery of this Agreement by the Parties (the “Effective Date”). Unless sooner terminated as provided in Article 6, this Agreement shall expire on the seventh (7th) anniversary of the Commencement Date; provided, however, that the term and expiration date of this Agreement may be extended as provided in Section 6.6.

(b) The Tribe shall use its best efforts to promptly cause any of the following events to occur which have not occurred as of the Effective Date: (i) the determination by the NIGC that approval by the Chairman of the NIGC is not required in order for this Agreement or any Transaction Document to not be void under IGRA; or (ii) the approval of this Agreement or any Transaction Document by the Secretary of the Interior which requires such approval or a determination by the Secretary that such approval is not required.

2.18 [Intentionally Omitted]

2.19 Creation and Operation of Business Board . In order to provide a mechanism to ensure the efficient exercise of control over the Enterprise by the Tribe, the Authority agrees to create a business board (the “Business Board”) comprised of the following members: (i) between three (3) and seven (7) voting members appointed by the Authority from time to time (the “Tribal Representatives”), and (ii) non-voting members appointed by Manager from time to time who shall, in any event, always be fewer in number than the number of voting members appointed by the Authority from time to time (the “Manager Representatives”). Upon the request of the Tribal Council, members of the Tribal Council who are not members of the Business Board may attend, but may not vote at, meetings of the Business Board. By execution of this Agreement, and subject to the terms of the Authority Statute, each of the Tribe and the Authority acknowledge and agree that, without requiring any further action or resolution by it or any of its Affiliates, (i) the Business Board, upon its creation, shall have the power of the Tribe and the Authority with respect to all matters relating to this Agreement, the Transaction Documents, the Facility and the Enterprise, and (ii) actions and directions of the Business Board shall be, and shall be deemed to be, actions and directions of the Tribe and the Authority and shall bind the Tribe and the Authority; provided, however, that the Business Board shall not have authority to waive the sovereign immunity of the Tribe or the Enterprise except pursuant to authority delegated by the Tribe to the Business Board in accordance with the Constitution of the Tribe and other applicable Tribal law. The Business Board shall meet as necessary to ensure timely decision-making. Any travel or similar expenses incurred by the Tribal Representative members of the Business Board acting in their capacities as members of the Business Board shall be deemed to constitute a Cost of Non-Gaming Operations. Any compensation to be paid to the Tribal Representatives of the Business Board, acting in their capacities as members of the Business Board, shall be borne by the Tribe and shall not constitute Costs of Non-Gaming Operations or other expenses of the Enterprise. Any expenses or compensation to be paid to the

Exhibit 9-31

Manager Representatives, acting in their capacities as members of the Business Board, shall be borne by Manager and shall not constitute Costs of Non-Gaming Operations or other expenses of the Enterprise.

2.20 Business Board Meetings .

Exhibit 9-32

effective date. Any such consent has the effect of a meeting vote and may be described as such in any document.

2.21 Tribal Laws .

Exhibit 9-33

2.25 Tribal Licenses . The Tribe acknowledges and agrees that Manager, Manager’s Affiliates or their respective officers, directors, managers, shareholders, members and employees shall not be required to obtain any license, permit or approval from the Tribe, the Gaming Commission or any other Affiliate of the Tribe in order for Manager to perform its obligations under this Agreement or such other persons or entities to support Manager in performing its obligations under this Agreement. The Tribe or its Affiliates shall not take or fail to take any Tribal Governmental Action which is adverse to the interests of Manager, any Manager Affiliate or their respective officers, directors, managers, shareholders, members or employees (including, without limitation, any Manager Employee or Off-Site Manager Employee) or which conflicts or is inconsistent with any Legal Requirements. The Tribe and its Affiliates shall be deemed to have waived sovereign immunity in connection with any proceeding, hearing or appeal contemplated by any Legal Requirement or any action to compel, or enforce any determination of, the foregoing; provided, however, that such waiver does not modify the provisions of Section 10.3(k). The Tribe acknowledges and agrees that Manager, Manager’s Affiliates or their respective officers, directors, managers, shareholders, members and employees shall not be required to obtain any license, permit or approval from the Tribe, the Gaming Commission or any other Affiliate of the Tribe in order for Manager to retain its rights or perform its obligations under this Agreement or such other persons or entities to support Manager in performing its obligations under this Agreement. Any action or failure to act by the Tribe’s Affiliates shall be deemed for all purposes to be an action or failure to act by the Tribe for which the Tribe shall be responsible pursuant to the terms of this Agreement. The Tribe acknowledges and agrees that Manager, Manager’s Affiliates or their respective officers, directors, managers, shareholders, members and employees shall not be required to obtain any license, permit or approval from the Tribe or any Affiliate of the Tribe in order for Manager to perform its obligations under this Agreement or such other persons or entities to support Manager in performing its obligations under this Agreement. The Tribe acknowledges and agrees that the Enterprise does not require a license by the Tribe, the Gaming Commission or any other Tribal Affiliates in order to operate or engage in Commercial Activities.

2.26 Taxes .

(b) The Tribe agrees that neither it nor any agent, agency, Affiliate or representative of the Tribe will impose any taxes, fees, assessments or other charges of any nature whatsoever

Exhibit 9-34

on payments of any debt service to any Lender, Manager or any of their Affiliates, or on the Enterprise, the Facility, the revenues therefrom or the Management Fee or other payments due Manager under this Agreement or any Transaction Document. Unless otherwise agreed by Manager, the Tribe and any agent, agency, Affiliate or representative of the Tribe will not impose any taxes, fees, assessments or other charges of any nature whatsoever on the salaries or benefits of, or dividends paid to, any of Manager’s or its Affiliates’ stockholders, officers, directors, or employees, or any of the employees of the Enterprise; or any provider of goods, materials or services to the Enterprise or upon any patron of the Enterprise; provided, however, that the Tribe may impose a nondiscriminatory sales, use, excise or other tax on patrons of the Facility or the Enterprise to the extent that it is a substitute for a similar tax then charged by the State or the local government whose boundaries include the Site but which is not applicable to the Site, or transactions taking place on the Site, and the tax is no greater than the avoided taxes that would have been charged by the State or local government. In addition to its rights under Article 6, Manager retains the right to terminate this Agreement and all related agreements if it reasonably determines that any statute, law, code or regulation of the Tribe renders operation of the Enterprise, or any component thereof, uncompetitive. The Tribe agrees that, although it has the power to do so, it recognizes the importance of remaining competitive, and therefore it will not levy or assess any tax upon the sale of goods or services by the Enterprise except as permitted by this Section. If any taxes, fees or assessments are levied by the Tribe or its Affiliates which are inconsistent with the terms of this Section, the Tribe shall indemnify and hold harmless the payers of any such taxes, fees or assessments which are paid. The provisions of this Section shall survive the expiration or earlier termination of this Agreement, regardless of the reason for such termination.

2.27 Enactment of Ordinances . The Parties acknowledge and agree that, in order for the Enterprise to succeed, it will be necessary or advisable that the Tribe or its Affiliates adopt such laws, rules, regulations, ordinances or resolutions, or amendments to the foregoing, as may be required, appropriate or contemplated in accordance with Legal Requirements and to maintain such laws, rules, regulations, ordinances or resolutions in full force and effect during the term of this Agreement, including, without limitation and to the extent applicable, a building and safety code ordinance, a public health, safety and welfare standards ordinance, a labor ordinance, and an environmental ordinance. In the event that, after receiving a request from Manager, the Tribe or any of its Affiliates fails to adopt any such laws, rules, regulations, ordinances or resolutions on a timely basis, the Tribe agrees to make a payment to Manager in an amount which would compensate Manager for its economic damages and losses and would place or restore Manager to the economic position it would have enjoyed if such law, rule, regulation, ordinance, resolution or amendment had been adopted on a timely basis, plus a Late Payment Charge on the outstanding balance of such amounts, compounded monthly, for the period from the date of Manager’s request until the date of payment.

Exhibit 9-35

agents or representatives shall not, directly or indirectly, (i) enter into any discussions, negotiations, arrangements, understandings or agreements with any person or entity other than Manager or any Manager Affiliate regarding such person or entity assisting the Tribe or the Enterprise in the operation or management of the Enterprise (other than communications between the Tribe or the Gaming Commission and the NIGC or law enforcement authorities and communications between the Tribe or the Gaming Commission and background investigators, independent auditors or attorneys solely in connection with the provision of investigative, auditing or legal services, as applicable, to the Tribe or the Gaming Commission), or (ii) operate or manage the Enterprise itself or themselves without the services of Manager. The Tribe represents and warrants that, prior to the date of this Agreement, the Tribe and any Tribal Affiliates have not entered into any communications, discussions, negotiations, arrangements, understandings or agreements referenced in this Section. After the date of this Agreement, the Tribe agrees to disclose any communications, discussions, negotiations, arrangements, understandings or agreements which occur in violation of the provisions of this Section immediately upon discovery of their occurrence. Notwithstanding the foregoing provisions of this Section, upon the termination of this Agreement or during the period commencing nine (9) months prior to the expiration of this Agreement, the Tribe may, without the consent of Manager, enter into communications, discussions, negotiations, arrangements, understandings or agreements with third parties regarding such person or entity assisting the Tribe or the Enterprise in the operation or management of the Enterprise; provided, however, that, during the period prior to the expiration of this Agreement, the Tribe provides Manager with prior written notice of such communications, discussions, negotiations, arrangements, understandings or agreements.

2.30 Amendment to Agreement . In the event Manager desires to amend or restate this Agreement after the Effective Date of this Agreement, the Tribe agrees to (i) consider and negotiate in good faith with Manager regarding its proposed amendment or restated version of this Agreement, and (ii) if the Tribe agrees, in its discretion, to such proposed amendment or restated version of this Agreement, promptly approve, execute and deliver two or more counterparts of such amendment or restated version of this Agreement. The Tribe further agrees to act in good faith and use its best efforts to promptly (i) submit such amendment or restated version of this Agreement to any governmental authorities Manager may request, (ii) address and resolve any issues raised by such governmental authorities, and (iii) cause such governmental authorities to approve such amendment or restated version of this Agreement or issue a determination that such approval is not required.

ARTICLE 3

EMPLOYMENT MATTERS; OTHER COVENANTS

3.1 Manager’s Responsibilities for Employees .

(b) Manager shall have the exclusive responsibility and authority to direct the selection, hiring, training, promotion, control and discharge of all Manager Employees and Off-

Exhibit 9-36

Site Manager Employees without such actions being subject to Enterprise Employee Policies or any involvement of the Business Board or any other Affiliate of the Tribe. All Manager Employees or Off-Site Manager Employees shall be employees of Manager or its Affiliates.

(c) The terms of employment of all Enterprise Employees, Manager Employees and Off-Site Manager Employees shall comply with all Legal Requirements.

3.3 Manager Employees . The Enterprise shall reimburse Manager or its Affiliates an amount equal to the actual Compensation (including, but not limited to, salaries, benefits, pension, retirement, severance or similar benefits) which is related to Manager Employees and the services they provide, plus the full amount of any travel and other business expenses incurred by such Manager Employees for the benefit of the Tribe or the Enterprise. Manager or its Affiliates shall only be reimbursed for the actual Compensation and expenses incurred relating to such Manager Employees and the services they provide without any additional fee, mark-up or premium. The amount of such reimbursements shall be Costs of Non-Gaming Operations and shall be included in the Annual Operating Budget approved by the Business Board.

Exhibit 9-37

services for the Enterprise. The amounts of such reimbursements shall be Costs of Non-Gaming Operations and the budget for such amounts shall be included in the Annual Operating Budget approved by the Business Board. The amounts which the Enterprise shall pay Manager or its Affiliates for the services of such Off-Site Manager Employees shall be based on the same allocation formula and other reimbursement amounts, policies and procedures which Manager or its Affiliates use in allocating and obtaining reimbursement for the services provided by such Off-Site Manager Employees to other facilities or enterprises owned or managed by Manager and its Affiliates. Manager or its Affiliates shall not receive reimbursement for salary or benefits related to Off-Site Manager Employees of Manager’s parent who have the level of seniority of Senior Vice President or above. Off-Site Manager Employees shall not be required to obtain gaming or other licenses from the Gaming Commission. Off-Site Manager Employees shall not be required to obtain gaming or other licenses from the Tribe or any Tribal Affiliate.

3.6 [Intentionally Omitted]

3.7 [Intentionally Omitted]

3.8 Indian Preference, Recruiting and Training . In order to maximize the benefits of the Enterprise to the Tribe, Manager shall, to the extent permitted by applicable law (including, but not limited to, the Indian Civil Rights Act, 25 U.S.C. §§ 1301 et seq .), direct the Enterprise to give preference in recruiting, training and employment in all job categories of the Enterprise to members of the Tribe qualified for the position if and as required in any duly enacted Tribal member preference ordinance adopted by the Tribe. Manager shall direct the Enterprise to:

(a) conduct job fairs and skills assessment meetings for Tribal members;

(b) abide by any duly enacted Tribal member preference ordinance;

Exhibit 9-38

3.9 Discipline of Enterprise Employees . With the exception of Manager Employees and Off-Site Manager Employees, Manager will direct the Enterprise to act in accordance with the Enterprise Employee Policies with respect to the hiring, training, discharge, demotion or discipline of any Enterprise Employee. Manager shall retain sole discretion with respect to the hiring, training, discharge, demotion or discipline of any Manager Employee or Off-Site Manager Employee.

3.10 Conflict of Interest .

(a) Manager covenants that it will not unduly interfere with, or attempt to influence the internal affairs or government decisions of, the Tribe for its gain or advantage.

Exhibit 9-39

3.13 No Liens or Encumbrances . During the term of this Agreement, the Tribe shall not act in any way whatsoever, either directly or indirectly, to cause or suffer any person or entity to hold a security interest, lien or encumbrance on the personal property assets of the Enterprise, other than security interests in the Collateral Assets in favor of Manager, Manager’s Affiliates or Lender, or to allow any person or entity to obtain any interest in this Agreement, without the prior written consent of Manager. The Tribe and Manager (to the extent within Manager’s control) shall keep the personal property assets of the Enterprise free and clear of all enforceable mechanics’ and other liens resulting from the construction of the Facility and all other enforceable liens which may attach to the personal property assets of the Enterprise. If any such lien is claimed or filed, it shall be the duty of the Tribe to discharge, or cause the Enterprise to discharge, the lien within thirty (30) days after having been given written notice of such claim, either by payment to the claimant, by the posting of a bond and the payment into court of the amount necessary to relieve and discharge the Enterprise or the assets of the Enterprise from such claim, or in any other manner which will result in the discharge or stay of such claim, and Manager is authorized to act on behalf of the Tribe or the Enterprise to discharge any liens. Notwithstanding the foregoing, the Tribe and the Enterprise shall have the right to grant a security interest in the Collateral Assets to Lender to secure the Tribe and the Enterprise’s obligations to Lender under the Transition Loan or Facility Loan documents.

3.14 Additional Tribal Covenants . The Tribe further covenants and agrees as follows:

(b) The Tribe shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) the existence in accordance with the respective organizational, statutory, constitutional or legal documents (as the same may be amended from time to time) of the Tribe and the Enterprise and (ii) all rights, licenses and franchises of the Tribe and the Enterprise.

Exhibit 9-40

the operation of the Enterprise; provided, that, if, in the course of the exercise of its governmental or regulatory functions, the Tribe is required to condition, suspend or revoke any consent, permit or license or close or suspend any operation of any part of the Facility or the Enterprise as a result of any noncompliance with Legal Requirements, the Tribe and the Enterprise will use their best efforts to promptly and diligently correct such noncompliance so that the Facility and the Enterprise will be opened and fully operating.

(i) The Tribe shall make all payments and perform all obligations in accordance with the terms of the documents evidencing and relating to the Transition Loan and the Facility Loan.

Exhibit 9-41

Entities or any other Affiliates of the Tribe (other than, in each case, any Gaming Enterprise), (ii) not voluntarily comingle liabilities of the Enterprise with the liabilities of the Tribe, any Other Entities or any other Affiliates of the Tribe (other than, in each case, any Gaming Enterprise), (iii) identify and record in appropriate books and records assets and liabilities as assets or liabilities of the Enterprise, the Tribe, any Other Entities or any other Affiliates of the Tribe, as the case may be, and (iv) maintain separate accounting books and records and financial statements for the Enterprise, the Tribe, any Other Entities or other Affiliates of the Tribe, as the case may be; provided that, notwithstanding the foregoing, a single set of accounting books and records and financial statements may be maintained for the Enterprise and any Gaming Enterprise.

(k) The Tribe and its Affiliates will not take any position in any court, proceeding or other forum which is inconsistent with the representations and warranties set forth in this Agreement.

ARTICLE 4

INSURANCE

4.1 Duty to Maintain . Manager, on behalf of the Tribe and the Enterprise, shall arrange for, obtain and maintain during the course of this Agreement as Costs of Non-Gaming Operations insurance coverages (including, without limitation, public liability and property loss or damage coverages) in forms and amounts that will adequately protect the Facility and the Enterprise, naming the Tribe, the Enterprise, Manager and Manager’s Affiliates as insured parties thereunder; provided, however, that in no event shall the coverage amounts thereunder be less than the amounts which may be required by any Legal Requirement. The insurance policies

Exhibit 9-42

shall cover actions or omissions by Manager Employees and Off-Site Manager Employees, as well as actions or omissions by Enterprise Employees.

4.2 Payment of Deductibles . In the event that an occurrence which is covered by insurance is primarily the result of an action or omission by a Manager Employee or an Off-Site Manager Employee, Manager shall be responsible for paying the detectable associated with such occurrence and such payment shall not be a Cost of Non-Gaming Operations. In the event that an occurrence which is covered by insurance is not primarily the result of an action or omission by a Manager Employee or an Off-Site Manager Employee, the Enterprise shall be responsible for paying the deductible associated with such occurrence and such payment shall be a Cost of Non-Gaming Operations.

ARTICLE 5

BUDGETS, COMPENSATION; REIMBURSEMENT

5.1 Pre-Opening Budget; Staffing Plan .

(a) Not later than one hundred eighty (180) days prior to the scheduled Opening Date, Manager shall implement a pre-opening program which shall include all activities necessary to financially and operationally prepare the Facility and the Enterprise for the Opening Date. To implement the pre-opening program, Manager shall prepare a comprehensive pre-opening budget which shall be submitted to the Business Board for its approval not later than one hundred twenty (120) days prior to the scheduled Opening Date (the “Pre-Opening Budget”). The Pre-Opening Budget shall set forth operating expenses which Manager anticipates to be necessary or desirable in order to prepare the Facility for the Opening Date. It shall also include a statement of pre-opening expenses incurred to date, including, without limitation, the following: pre-opening salaries, wages and benefits; advertising; food and beverage; employment center; employment background checks; outside services; utilities/supplies/phone/etc; grand opening party; Tribal fees, legal fees, consulting fees, and interest on the Transition Loan incurred prior to the Opening Date which the Manager determines after consultation with the Business Board should be expensed in accordance with GAAP in accounting periods prior to the Opening Date, rather than capitalized; and other pre-opening expenses (“Pre-Opening Expenses”). Pre-Opening Expenses may include costs and expenses incurred by Manager or its Affiliates (including

Exhibit 9-43

expenses, costs and benefits of Manager Employees and Off-Site Manager Employees); provided, however, that the costs and expenses for Manager Employees shall only include the actual costs and expenses incurred without any additional fee, mark-up or premium; and provided, further, that the costs and expenses for Off-Site Manager Employees shall be included in accordance with the provisions set forth in Section 3.4. Unless otherwise agreed to by Manager, the Pre-Opening Expenses of the Enterprise shall be funded through the Facility Loan.

(b) Manager shall have the responsibility and authority to prepare a staffing plan for the Enterprise and to direct the selection, retention and training of all employees performing services in connection with the management, operation and maintenance of the Enterprise on and after the Opening Date, including, without limitation, employees performing security and surveillance services. No later than sixty (60) days prior to the scheduled Opening Date, Manager will have the responsibility to submit to the Business Board, for its approval, the staffing plan. The staffing plan shall cover all personnel necessary to operate the Enterprise (or any portion thereof) in the manner contemplated by this Agreement, which staffing plan shall include, without limitation, organizational charts, a job classification system with job descriptions, salary levels and wage scales.

5.2 Operating Capital . The Tribe and the Enterprise shall be responsible for providing the operating capital for the Enterprise and the cash necessary to cover any cash shortfalls of the Enterprise.

5.3 Annual Business Plan, Annual Operating Budget and Annual Capital Budget .

Exhibit 9-44

monies for the purposes of working capital and other expenditures authorized under the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

(b) The Annual Business Plan, Annual Operating Budget and Annual Capital Budget for the Enterprise will be comprised of the following:

(i) a statement of the estimated income and expenses for the coming Fiscal Year, including estimates as to Gross Revenues and Costs of Non-Gaming Operations for such Fiscal Year, such operating budget to reflect the estimated results of the operation of the Enterprise during each month of the subject Fiscal Year;

(ii) either as part of the statement of the estimated income and expenses referred to in the preceding clause (i), or separately, budgets for:

(A) repairs and maintenance;

(B) Capital Expenditures;

(D) the estimated cost of promotional allowances;

(E) Manager Employees; and

(F) Off-Site Manager Employees.

(iii) a business plan for the subject Fiscal Year.

Exhibit 9-45

or make a Capital Expenditure which Manager does not believe to be a cost-effective expenditure which will maximize the Gross Revenues or Contract Net Revenues of the Enterprise during the term of this Agreement.)

(e) In the event the Business Board and Manager are not able to reach mutual agreement concerning any adjustments to the Annual Business Plan, the Annual Operating Budget, the Annual Capital Budget or the calculation of the Management Fee, as the case may be, within a period of fifteen (15) days after written notice submitted by the Business Board or Manager to the other party, the matter shall be subject to resolution pursuant to Article 10. If the Business Board and Manager are unable to resolve the disputed or objectionable item(s) prior to the commencement of the applicable Fiscal Year, the undisputed portions of the Annual Business Plan, Annual Operating Budget and Annual Capital Budget submitted by Manager and shall be deemed to be adopted and approved, and the corresponding line item(s) contained in the Annual Business Plan, Annual Operating Budget or Annual Capital Budget for the preceding Fiscal Year shall be adjusted as set forth below shall be substituted in lieu of the disputed item(s) in the proposed Annual Business Plan, Annual Operating Budget or Annual Capital Budget. Those line items which are in dispute shall be determined by increasing the preceding Fiscal Year’s actual expense for the corresponding line items by an amount determined by Manager which does not exceed the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, all items (1982-1984 = 100) (or any successor or replacement index thereto). The resulting Annual Business Plan, Annual Operating Budget and Annual Capital Budget obtained in accordance with the preceding sentences shall be deemed to be the Annual Business Plan, Annual Operating Budget and Annual Capital Budget in effect until such time as Manager and the Business Board have resolved the disputed items.

Exhibit 9-46

acknowledges that the Annual Business Plan, Annual Operating Budget and Annual Capital Budget are intended only to be a reasonable estimate of the Enterprise’s revenues and expenses for the ensuing Fiscal Year. Manager shall not be deemed to have made any guarantee concerning projected results contained in the Annual Business Plan, Annual Operating Budget and Annual Capital Budget.

Exhibit 9-47

Business Board and Manager may mutually agree upon from time to time. Subject to the terms of the Facility Loan, the cash amounts required to be so deposited shall be deposited into the Capital Expenditure Account no later than the twentieth (20th) day of the month immediately following the month upon which the amount to be deposited is calculated. If any adjustment of Gross Revenues is made as a result of an audit or for other accounting reasons, a corresponding adjustment in the Capital Expenditure Account deposit shall be made.

5.10 [Intentionally Omitted]

Exhibit 9-48

5.12 Distribution of Contract Net Revenues .

(a) Unless prohibited and to the extent permitted pursuant to the terms of the Facility Loan, all Contract Net Revenues shall be disbursed by Manager on a monthly basis as set forth below, paid on the twentieth (20th) day of each calendar month for the preceding month or such other day as specified in the Facility Loan documents. Unless prohibited and to the extent permitted pursuant to the terms of the Facility Loan, such Contract Net Revenues shall be disbursed from the Enterprise Accounts to the extent funds are available to the following entities in the following amounts in the following order of priority:

(i) To Lender, current principal and any other payments due on the Transition Loan;

(ii) To Lender, current principal and any other payments due on the Facility Loan;

(iii) To Manager, the Management Fees referenced in Subsection 5.12(b) for the preceding calendar month or any prior period;

(iv) To Manager, its Affiliates or any Indemnitee, any indemnification or other obligations then owing by the Tribe or the Enterprise to Manager, its Affiliates or any Indemnitee under this Agreement, any Transaction Document or any other agreement or otherwise and not paid as Costs of Non-Gaming Operations;

(v) To Manager, its Affiliates or any Indemnitee, Late Payment Charges on the outstanding balance of any amounts owing under clauses (iii) and (iv) which are not paid when due, compounded monthly, for the period commencing on the date such payments are due and continuing until the date paid;

(vi) To the Capital Expenditure Account, contributions as contemplated by Section 5.7; and

(vii) To the Tribe at a bank account of the Tribe which is not one of the Blocked Account(s) or Enterprise Accounts, all remaining Contract Net Revenues to the extent not prohibited by any other agreement to which the Tribe is a party and subject to the rights of Manager under this Agreement, the Blocked Account Agreement and the Security Agreement.

To the extent that any payment required to be made to Manager, its Affiliates or any Indemnitee pursuant to this Section 5.12 is not permitted pursuant to the terms of the Facility Loan to be paid as and when due, except to the extent that Manager consents in writing, such payment shall be made at the earlier of (x) such time as such payment is permitted pursuant to the terms of the then applicable Facility Loan and (y) the refinancing or payment and satisfaction in full of the then applicable Facility Loan; provided that, for purposes of clarity, in no event shall any payment be made pursuant to this Section 5.12 if such payment is not permitted pursuant to the terms of the then applicable Facility Loan; provided that, for purposes of clarity, in no event shall any payment be made pursuant to this Section 5.12 if such payment is not permitted pursuant to the terms of the then applicable Facility Loan.

(b) As compensation for Manager’s management and other services with respect to the Commercial Activities of the Enterprise, Manager shall receive a management fee (the

Exhibit 9-49

“Management Fee”) payable on a monthly basis equal to the sum of the following: (i) twelve and one half percent (12.5%) of Other Revenue for the prior calendar month, (ii) twenty-four percent (24%) of the sum of Contract Net Revenues and the MOU Fees for the prior calendar month for the first 48 months following the Commencement Date during which Non-Gaming Activities are conducted at the Facility, (iii) twenty-seven percent (27%) of the sum of Contract Net Revenues and the MOU Fees for the prior calendar month for the remaining months of the term of this Agreement during which Non-Gaming Activities are conducted at the Facility. All Management Fees paid to Manager are non-refundable. Any amounts owing to Manager hereunder shall, subject to the terms of Section 2.8(f), be secured by the security interests granted by the Tribe and the Enterprise to Manager pursuant to the terms of this Agreement, the Blocked Account Agreement, the Security Agreement and the other Transaction Documents.

(c) Manager, on behalf of the Enterprise, is responsible for making, or directing the Enterprise to make, the Contract Net Revenues disbursements to the appropriate party, including to Manager.

Exhibit 9-50

(10) days of the receipt by such Party of the accounting firm’s report. Manager may make adjustments to future payments to correct a discrepancy if required distributions are not made.

ARTICLE 6

TERMINATION

6.1 Termination for Material Breach . The Manager, on the one hand, and the Tribe and the Authority, on the other hand, may terminate this Agreement for Material Breach (as hereinafter defined) pursuant to the terms of this Section if (i) the other Party or, in the case of a termination by Manager, the Tribe’s Affiliate, commits or allows to be committed a Material Breach of this Agreement, (ii) the breaching Party fails to cure such Material Breach within sixty (60) calendar days after receipt of a preliminary notice of termination from the non-breaching Party identifying the nature of the alleged Material Breach in specific detail and its intention to terminate this Agreement, and (iii) the non-breaching Party issues a final notice of termination in accordance with the terms of this Section. Notwithstanding the foregoing, if the Material Breach (but specifically excluding breaches curable by the payment of money) has not been fully cured within such sixty (60) day period, but the breaching Party is using diligent efforts to cure the Material Breach, the sixty (60) day period shall be extended for so long as the breaching Party shall be using diligent efforts to effect a cure thereof; and provided, further, that Manager shall not be entitled to an extension of such sixty (60) day cure period in the event the Material Breach is a result of a Manager Employee being found guilty of theft or embezzlement with respect to the handling of money or other property and Manager has not removed such Manager Employee from connection with the Enterprise. Termination is not an exclusive remedy for claims of a Material Breach, and the Parties shall be entitled to other rights and remedies as may be available pursuant to the terms hereof or under applicable law. For purposes of this Agreement, a “Material Breach” means one of the following circumstances and does not include any other circumstances: (i) the material failure of any Party or their Affiliates to perform a material obligation hereunder for reasons not excused under Section 9.5 (Force Majeure); (ii) if any Manager Employee is found guilty of theft, embezzlement or a crime of moral turpitude by a final judgment of a court of competent jurisdiction and if, after knowledge of such final judgment, Manager does not remove such Manager Employee from connection with the Enterprise; (iii) default by the Tribe or the Enterprise under the Transition Loan, the Facility Loan, any Transaction Document or any document or agreement related hereto or thereto; (iv) any representation or warranty made pursuant to Sections 9.10 or 9.11 proves to be knowingly false in any material respect when made; (v) the Tribe or any Affiliate of the Tribe, in bad faith or without due process denies, delays, withdraws, qualifies, conditions, terminates, revokes or non-renews any license applied for by, or issued to, any Manager, any of its Affiliates or any Manager Employee; (vi) the occurrence of any material theft, embezzlement or misappropriation of Enterprise funds by the Tribe or by officers of the Tribe; or (vii) a breach under Section 2.21. Any dispute as to whether an event constitutes a Material Breach shall be resolved pursuant to the dispute resolution provisions set forth in Article 10. A final notice of termination must be authorized or ratified by a resolution duly adopted by, in the case of the Tribe, its General Council and, in the case of Manager, its members(s) or owner(s). Any final notice of termination hereunder shall be in writing detailing the reason the Party considers the Material Breach not to be cured within the applicable time period and must be delivered to the other Party at least thirty (30) days before the termination date referenced in the final notice.

Exhibit 9-51

Any Material Beach which has been cured prior to the date of termination of this Agreement shall no longer serve as a basis for termination of this Agreement.

6.2 Mutual Consent . This Agreement may be terminated at any time upon the mutual written consent and approval of the Parties.

6.4 Other Rights Upon Material Breach; Ownership of Assets; Repayment of Obligations on Expiration or Termination .

(a) Upon the occurrence of any Material Breach by the Tribe or its Affiliate or upon the occurrence of any event or circumstance due solely to the action or inaction of the Tribe or its Affiliate which, with the giving of notice or the passage of time or both, would constitute a Material Breach by the Tribe or its Affiliate, which Material Breach was not cured by the Tribe or its Affiliate within thirty (30) days after receiving written notice thereof from Manager, Manager may suspend performance of any or all of its obligations under this Agreement until such time as the Material Breach has been cured. Any Party shall be entitled to injunctive or other equitable relief to prevent a termination or attempted termination of this Agreement; provided, however, that Manager shall not be entitled to injunctive or other equitable relief which compels, overturns, negates or modifies a Tribal Governmental Action.

(b) Upon termination or expiration of this Agreement, the Tribe will continue to have sole and exclusive ownership of the Facility, the Enterprise and its assets, subject to any security interest Manager may have in the Collateral Assets (if applicable), including, without limitation, the Gross Revenues and Contract Net Revenues of the Enterprise. In the event of expiration or any termination (whether voluntary or involuntary of this Agreement), the Tribe shall continue to have the obligation to pay unpaid principal and interest and other amounts due under indemnity obligations set forth in this Agreement or the Transaction Documents. In the event of termination of this Agreement for any reason prior to the full repayment to Manager and its Affiliates of any amounts owed to it by the Tribe under this Agreement or the Transaction Documents, the Tribe shall have the right, but not the obligation, to appoint, as promptly as reasonably possible, a person or entity qualified to manage the Facility and operate the Enterprise and use its best efforts to obtain approvals of all required Governmental Authorities

Exhibit 9-52

for such replacement manager. The Tribe agrees to keep full and accurate financial records of operations of the Enterprise by such replacement manager and to allow Manager to audit such records at reasonable times prior to full repayment to Manager of any amounts owed to it by the Tribe under this Agreement or the Transaction Documents and the Tribe’s compliance with this Subsection shall not preclude Manager from exercising any of its other rights and remedies hereunder or under any document or agreement related hereto, including, without limitation, rights under the Transaction Documents. Manager shall be entitled to retain all Management Fees previously paid to it pursuant to this Agreement. The termination of this Agreement shall not preclude any Party from pursuing its legal remedies relating to such termination or otherwise.

Exhibit 9-53

Business Board prior to the Tribe’s issuance of a notice of termination of this Agreement and which were not objected to by the Business Board in writing within fifteen (15) days of receipt, and (c) such payments are discounted to the day prior to the termination date at a discount rate of three percent (3%). (For the purposes of the calculation in clause (ii) of the preceding sentence, it is assumed that (i) all parties have performed all of their respective obligations under this Agreement, (ii) this Agreement received all necessary government approvals and such approvals remain in effect, (iii) this Agreement is not terminated and is effective for its full term, and (iv) this Agreement is otherwise enforceable and in full force and effect.) If the Tribe or the Enterprise does not pay Manager the amounts required pursuant to this Subsection in full as of the day prior to the termination date, the Tribe and the Enterprise shall also owe and pay Manager, in addition to the outstanding balance of such amounts, Late Payment Charges on the outstanding balance of any amounts owing under this Subsection which are not paid when due, compounded monthly, for the period commencing on the date such payments are due and continuing until the date paid. The Tribe’s and the Enterprise’s obligations to pay the amounts set forth in this Subsection shall survive the expiration or termination of this Agreement for any reason.

6.5 Notice of Termination . In the event of a preliminary notice of termination pursuant to this Article, the Tribe shall provide notice of the preliminary notice of termination to the Pacific Regional Office of the Bureau of Indian Affairs within ten (10) days after issuance of the preliminary notice of termination.

6.6 Cessation of Commercial Activities at the Facility .

(ii) terminate this Agreement.

(c) If, during the term of this Agreement, the Facility is damaged by casualty or other occurrence to the extent, as reasonably determined by Manager, that a substantial portion of

Exhibit 9-54

Commercial Activities previously conducted cannot be conducted at the Facility, Manager shall elect in its discretion to:

(ii) terminate this Agreement.

Manager shall give the Business Board written notice of Manager’s election under this Subsection promptly after such casualty or occurrence.

(d) If Manager elects to retain its interest in this Agreement under Section 6.6(c)(i) above, the Tribe shall be obligated to make such repairs or reconstruction as the Manager shall reasonably determine should be made to the Facility (to the extent that insurance proceeds are available or as otherwise mutually agreed by the Business Board and Manager), and Manager shall promptly verify the amount of insurance proceeds available to pay the cost of repair or reconstruction. If Manager elects to retain its interests under Section 6.6(c)(i), Manager is hereby granted the authority to submit, adjust and settle, on behalf of the Tribe or the Enterprise, all insurance claims associated with the casualty or occurrence; provided, however, that Manager shall obtain the Business Board’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) to any settlement. Manager shall provide copies of all settlement documents to the Business Board. If Manager does not elect to retain its interest under Section 6.6(c)(i) and if the Tribe’s obligations under this Agreement and the Transaction Documents or any other note owing to Manager or its Affiliates are not yet satisfied, then: (i) the Business Board shall have the authority to submit, adjust and settle all insurance claims, provided that any final settlement shall be with the prior written consent of Manager, which consent will not be unreasonably withheld, and the Business Board shall provide copies of all settlement documents to Manager; (ii) to the extent Economically Feasible, the Tribe and the Enterprise shall have the right (but not the obligation) to continue to operate and maintain the Facility and the Enterprise in accordance with reasonable industry standards and, as to any portions of the Facility and the Enterprise that are no longer Economically Feasible to operate, the Business Board and Manager shall conduct an orderly liquidation of such assets (but not including real estate assets) and any liquidation proceeds (net of reasonable sale costs) shall be deposited into the Blocked Account and disbursed in accordance with the same terms and provisions applicable to Contract Net Revenues; (iii) the Tribe and the Enterprise shall have the right (but not the obligation) to repair and reconstruct such operations that were damaged and are to be continued; and (iv) any excess insurance proceeds that are not used to repair and reconstruct the applicable damaged Enterprise assets and any business interruption insurance proceeds shall be deposited into the Blocked Account and disbursed in accordance with the same terms and provisions applicable to Contract Net Revenues. The provisions of this Section 6.6(d) are subject to the terms of the Facility Loan and, in the event of any conflict, the terms of the Facility Loan shall govern and control.

(e) If Manager elects to retain its interest in this Agreement under Sections 6.6(a)(i) or 6.6(c)(i) and the Commencement Date has occurred, this Agreement shall remain in full force

Exhibit 9-55

and effect during any period in which Manager is not managing substantially all of the Commercial Activities that were being conducted at the Facility or for the Enterprise prior to the applicable event, and the term and expiration date of this Agreement shall be extended for a period equal to the number of days from the last date on which Manager managed all Commercial Activities that were being conducted at the Facility or for the Enterprise prior to the applicable event until the date on which Manager resumes managing substantially all of the Commercial Activities at the Facility or for the Enterprise that were being conducted prior to the applicable event.

(f) If Manager elects to terminate this Agreement under Sections 6.6(a)(ii) or 6.6(c)(ii), the provisions of Section 6.4 shall apply.

ARTICLE 7

INDEMNIFICATION OF MANAGER

Exhibit 9-56

request, and a Cost of Non-Gaming Operations if incurred after the Opening Date, and shall be payable by the Enterprise as incurred by Manager, its Affiliate or Indemnitee.

ARTICLE 8

[Intentionally Omitted]

ARTICLE 9

MISCELLANEOUS

9.1 Assignment and Subcontractors . To the extent required, Manager hereby consents to the assignment, allocation and delegation by the Tribe of its rights, title, interest, duties and obligations under this Agreement to the Authority under the terms of the Authority Statute and subject to Section 9.41 hereof. This Agreement and the rights under this Agreement shall not be assigned and the obligations under this Agreement shall not be subcontracted or delegated without the prior written consent of the other Parties; provided, however, Manager shall have the right to assign this Agreement or any rights under this Agreement or subcontract or delegate any duties or obligations under this Agreement without the consent of the Tribe to an Affiliate of Manager. Any assigning Party engaging in a permitted assignment described above shall, and shall cause its assignee to, execute and deliver to the other Parties such assignment documents, together with evidence of the due authorization, execution, delivery and enforceability of such assignment documents, as the other Parties may reasonably request. Notwithstanding the foregoing and for the avoidance of doubt, Manager may utilize Off-Site Manager Employees or other employees of any Affiliate of Manager in order to provide services to the Tribe under this Agreement and such use of employees of Affiliates of Manager shall not be considered to be an assignment of rights, or a subcontracting or delegation of duties, under this Agreement for the purposes of this Agreement and shall not require the consent of the Tribe or its Affiliates. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and, subject to the preceding requirements, their permitted assigns. Because this Agreement does not constitute a “management contract” within the meaning of IGRA, any change in persons having a direct or indirect financial interest in this Agreement within the meaning of IGRA and any change in persons having management responsibility for this Agreement within the meaning of IGRA does not require the approval of the Chairman of the NIGC pursuant to IGRA in order to not be void within the meaning of IGRA. Notwithstanding the foregoing or any provision of the Gaming Ordinance or regulations issued by the Gaming Commission, the acquisition by any third party (whether or not an Affiliate of Manager) of, or any other change in, any or all of the equity, financial or voting interest of any direct or indirect parent of Manager or any Affiliate of Manager shall not (i) constitute an actual or constructive assignment by Manager of this Agreement or any rights under this Agreement, or a subcontracting or delegation of any duties or obligations under this Agreement, for the purposes of this Agreement, (ii) require the consent or approval of the Tribe or any Affiliate of the Tribe, (iii) require any application, license, background investigation or suitability determination to or by the Tribe, the Gaming Commission, any other Tribal Affiliate, (iv) modify or otherwise affect in any way the rights or obligations of the Parties under this Agreement, or (v) require an amendment to this Agreement. Any change in the officers of Manager shall require the approval of the Tribe, which approval shall not be unreasonably withheld. The Parties acknowledge and agree that nothing in this Section prevents the Tribe or its Affiliates from conducting background investigations.

Exhibit 9-57

If to the Tribe: Greg Sarris, Tribal Chair

Federated Indians of Graton Rancheria

6400 Redwood Drive

Suite 300

Rohnert Park, CA 94928

Telephone: (707) 566-2288

Facsimile: (707) 566-2291

Email: ahardin@gratonrancheria.com

If to the Authority: Greg Sarris, President of the Board of Directors

Graton Economic Development Authority

6400 Redwood Drive

Suite 300

Rohnert Park, CA 94928

Telephone: (707) 566-2288

Facsimile: (707) 566-2291

Email: ahardin@gratonrancheria.com

With copies to: John A. Maier, Esq.

Maier Pfefer Kim & Geary, LLP

1440 Broadway, Suite 812

Oakland, California 94612-1520

Telephone: (510) 835-3020

Facsimile: (510) 835-3040

Email: jmaier@jmandmplaw.com

If to the Manager: NP Sonoma Land Holdings LLC

1505 S. Pavilion Center Drive

Las Vegas, Nevada 89135

Attention: Scott M Nielson, Esq.

Telephone: (702) 495-3800

Facsimile: (702)495-3310

Email: scott.nielson@stationcasinos.com

9.3 Amendments . This Agreement and the Transaction Documents may be amended or modified only by written instrument duly executed by the Parties. The Tribe agrees, on behalf of itself and each Tribal Affiliate, that it will not rely on any course of dealing, course of performance, or any oral or written statements by Manager or any representative of Manager to effect an amendment, modification, waiver or supplement to this Agreement or any Transaction Document.

Exhibit 9-58

9.6 Time is Material . The Parties agree that time is of the essence and the time and schedule requirements in this Agreement are material terms of this Agreement.

9.7 Further Assurances . The Parties hereto agree to do all acts and deliver all documents as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

9.8 Severability . If any provision or provisions of this Agreement, or portion thereof, is found by an arbitration panel, court of law or governmental authority (i) to be illegal, invalid, unlawful, void or unenforceable as written, or (ii) to cause this Agreement to be void or invalid or require an approval from the Chairman of the NIGC, the Secretary of the Interior or other government official which has not been obtained, the Parties agree that such provision, provisions or portions thereof shall be deemed to be severed and/or deleted from this Agreement without requiring any further action by the Parties and that the remaining provisions of this Agreement shall continue in full force and effect. Without limiting the generality of the foregoing, the Parties intend and desire that this Agreement shall be interpreted in such a manner that any such provision, provisions or portions thereof (i) does not void or invalidate the entire Agreement, (ii) does not invalidate the Tribe’s waiver of sovereign immunity as set forth in this Agreement or any arbitration panel, court or government authority’s jurisdiction over the Tribe and the Enterprises, (iii) is construed to be collateral to the main purpose of this Agreement, and (ii) is construed to able to be severed and/or deleted from this Agreement without defeating the main purpose of this Agreement. In the event any such provision, provisions or portions thereof are severed and/or deleted from this Agreement and the remainder of this Agreement continues in full force and effect, the Parties shall use their best efforts to negotiate and enter into an amendment to this Agreement which will maintain the originally contemplated rights, duties and obligations of the Parties under this Agreement in a manner consistent with the applicable determination.

9.9 Waiver of Sovereign Immunity .

Exhibit 9-59

Document, including, without limitation, in connection with compelling arbitration, enforcing any arbitration or court award or seeking equitable or injunctive relief authorized hereunder or thereunder. The waivers, consents and agreements set forth in this Section, this Agreement and the other Transaction Documents are made by the Tribe on behalf of itself and any Affiliate of the Tribe. Such waivers, consents and agreements are made in favor and for the benefit of Manager and, if requested and at the discretion of Manager, any Manager Affiliate, Manager Employee, Off-Site Manager Employee or other Indemnitee, and Manager and such other persons or entities are hereby authorized to bring suit and arbitration proceedings and take other actions against the Tribe or Affiliates of the Tribe. In connection with any such suit, action or proceeding, the Tribe hereby consents to the jurisdiction of the United States District Court for the Northern District of California, the United States Court of Appeals for the Ninth Circuit, and the United States Supreme Court. If the United States District Court for the Northern District of California lacks jurisdiction or declines to exercise jurisdiction, the Tribe consents to the jurisdiction of the California State Court system. The Tribe agrees to California State Court venue in any such case in San Francisco County. The Tribe waives any argument that venue in the above-named forums is not convenient and consents to be sued in such forums.

Exhibit 9-60

its obligations hereunder or thereunder violate any Tribal law. The Tribe expressly waives any right it may have to veto this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby pursuant to the Tribe’s Constitution or other applicable Tribal law. The Tribe irrevocably agrees to be bound by any final judgment (after any and all appeals) of any court or arbitration authorized by the waiver of sovereign immunity provisions(s) of this Agreement or the other Transaction Documents. At such time as the Tribe establishes a Tribal Court, (i) no party to this Agreement or the other Transaction Documents shall be required to commence or pursue any proceeding with respect to any Dispute in such Tribal Court, (ii) such Tribal Court shall lack the discretion to refuse to compel arbitration among the parties to any such dispute, (iii) such Tribal Court shall be obligated to honor and enforce any award by any arbitrator, without review of any nature by such Tribal Court, and (iv) such Tribal Court shall issue a stipulated declaratory judgment upholding the validity and enforceability of this Agreement and the other Transaction Documents. The Tribe will not and may not amend or alter the Resolution of Waiver in any way that lessens the rights of the beneficiaries of such Resolution of Waiver, and the Resolution of Waiver shall survive termination of this Agreement or any of the other Transaction Documents, regardless of the reason for termination. The Tribe shall not, whether by initiative, referendum or otherwise, void, cancel, abrogate, modify or amend this Agreement or the other Transaction Documents without the prior written consent of Manager, which consent Manager may withhold or condition in its discretion. The Resolution of Waiver is hereby incorporated in this Agreement by reference and is a part of this Agreement as if set forth in full herein.

9.10 Representations and Warranties of Manager . Manager hereby represents and warrants to the Tribe as follows:

(a) This Agreement has been duly executed and delivered by Manager and, without the approval of the Chairman of the NIGC, constitutes a valid and binding obligation, enforceable against Manager in accordance with its terms.

9.11 Representations and Warranties of Tribe . The Tribe hereby represents and warrants to Manager as follows:

Exhibit 9-61

(a) The Tribe is an Indian tribe under the Constitution of the Tribe and laws of the United States.

(c) This Agreement has been duly executed and delivered by the Tribe and, without the approval of the Chairman of the NIGC, constitutes a valid and binding obligation of the Tribe, enforceable in accordance with its terms. The Transaction Documents have been duly executed and delivered by the Tribe and constitute valid and binding obligations of the Tribe, enforceable in accordance with their terms, without requiring the approval of the Chairman of the NIGC.

(e) The Tribe does not have any indebtedness for borrowed money, except for money owing to Manager and its Affiliates or any Lender under the Transition Loan or the Facility Loan.

(h) The Tribe does not own or license any intellectual property.

(i) The Tribe is in compliance with all laws, rules, regulations or orders of any federal, state or Tribal court which are applicable to the Tribe or its properties.

(j) The Tribe has not established a Tribal court or judicial system.

(k) No written statement made by or on behalf of the Tribe to Manager in connection with this Agreement or any Transaction Document contains any untrue statement of a material

Exhibit 9-62

fact or omits a material fact necessary in order to make the statement made not misleading in light of all the circumstances existing on the date the statement was made.

9.12 Governing Law . This Agreement has been negotiated, made and executed in the State and shall be governed by and construed in accordance with the laws of the State, without regard to its conflict of laws provisions, and, to the extent applicable by operation of law, federal laws. The Tribe agrees not to invoke or assert in any arbitration or court proceeding, any claim that any law, ordinance or regulation of the Tribe or any Affiliate of the Tribe governs this Agreement or any Transaction Document; provided, however, that, if the law of the State does not recognize the creation, attachment, perfection or enforcement of a lien or security interest securing any obligation with respect to any item of collateral, and the law of the Tribe does recognize such creation, attachment, perfection or enforcement of a lien or security interest, then the law of the Tribe shall apply with respect to the creation, perfection and enforcement of such lien or security interest.

9.13 Entire Agreement . This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements relating to management of Commercial Activities to be conducted by the Tribe at the Facility and the operations of the Enterprise, including any unwritten oral agreements between the Parties regarding the subject matter hereof. The Original Agreement and the 2010 Non-Gaming Management Agreement are hereby amended and restated by this Agreement. Any reference to the 2010 Non-Gaming Management Agreement in the Transaction Documents shall be deemed to constitute a reference to this Agreement as amended from time to time.

9.14 Representatives of Tribe . The Tribal Council shall furnish to Manager a list of Tribal Representatives on the Business Board and the Tribe shall keep such list current.

Exhibit 9-63

9.18 Request for Federal Approval . The Parties specifically request that the Chairman of the NIGC, or the Secretary of the Interior where appropriate, approve this Agreement and the other Transaction Documents, if required, or declare that such approval is not required. In the event the Chairman of the NIGC or the Secretary of the Interior determines that this Agreement or any of the other Transaction Document are not required to be approved in order to not be void under federal law for lack of approval, the Tribe agrees not to assert in any court or arbitration proceeding or other forum that this Agreement or such Transaction Document requires the approval of the Chairman of the NIGC or the Secretary of the Interior in order to not be void under federal law for lack of approval. In the event any approval of this Agreement or any Transaction Document may be or is revoked or voided for any reason, the Parties agree to immediately take any and all actions which any Party deems necessary or advisable to cause the Chairman of the NIGC or the Secretary of the Interior to maintain or reissue such approval as soon as possible, including, without limitation, amending provisions of this Agreement or providing the federal agency such documents or information as may be appropriate under the circumstances.

Exhibit 9-64

event later than thirty (30) days after written notice from the Tribe. In the event that Manager declines to accept such offer upon such terms and conditions, the Tribe shall have the right to pursue such Commercial Activities within the Restricted Area, provided that (i) the Tribe may not offer to an unrelated third party terms and conditions which are more favorable than those offered to Manager, and (ii) such Commercial Activities shall not commence operations prior to the Opening Date of the Facility unless this Agreement shall have been terminated.

Exhibit 9-65

a person or entity engaged or claiming to be engaged by the Tribe or any person or entity which is affiliated with, or under common control with, such person or entity.

9.31 Recitals . The recitals at the beginning of this Agreement are true and are incorporated by reference herein.

9.32 Interpretation . When a reference is made in this Agreement to Articles or Sections, such reference shall be to an Article or Section of this Agreement unless otherwise indicated.

Exhibit 9-66

any third party other than the authorized successors and assigns of the Parties hereto, their Affiliates or, at the description of Manager, an Indemnitee.

9.37 Not a Management Contract . Notwithstanding any other provision of this Agreement, the Parties acknowledge and agree that this Agreement, in and of itself or together with any other agreement or instrument, is not intended to and does not provide either Party or its any of its Affiliates with any right, obligation or authority to (i) manage the gaming activities or any gaming operation of the Tribe or its Affiliates, (ii) recommend, influence or engage in planning, organizing, directing, coordinating, or controlling all or part of the gaming activities or any gaming operation of the Tribe or its Affiliates, (iii) influence or interfere with the operation or management of any gaming operation of the Tribe or its Affiliates, or (iv) assume responsibility for the performance of the daily operations and maintenance of a gaming operation, the establishment and maintenance of accounting or financial reporting procedures for a gaming operation or the payment of taxes, employees and other costs of a gaming operation of the Tribe or its Affiliates. The Parties express their mutual intent that this Agreement shall be construed in such a manner that (i) no management rights of any nature should be reflected in this Agreement to cause this Agreement, alone, or together with any other agreement or instrument by, between or among the Parties and their Affiliates, to constitute a “management contract” within the meaning of the Indian Gaming Regulatory Act or its regulations, and (ii) this Agreement shall be construed to be a stand alone agreement which is effective and operates independently of any other agreement or instrument by, between or among the Parties or their Affiliates, and regardless of the effectiveness or enforceability of any such other agreements or instruments. If this Agreement is determined by any arbitration panel, court or government authority to be classified as a “management contract” within the meaning of, or to otherwise violate, IGRA or its regulations, the provisions of this Agreement which have resulted in such

Exhibit 9-67

determination shall, be deleted and deemed to have been void ab initio, without requiring any action by either of the Parties, to the extent, and only to the extent, required to avoid such determination.

9.38 Encumbrances . Notwithstanding any other provision of this Agreement, the Transaction Documents or any other agreement between or among the Tribe, Manager and their respective Affiliates, nothing in this Agreement is intended to (i) transfer, or in any other manner, convey any interest in land or other real property to Manager or its Affiliates, or (ii) attach an encumbrance, claim, lien, charge, liability, mortgage, leasehold mortgage or easement to any real property of the Tribe or its Affiliates.

9.39 No Proprietary Interest in Gaming or Violation of Law . The Tribe has reviewed this Agreement and each of the other agreements between the Tribe and its Affiliates, on the one hand, and Manager and its Affiliates, on the other hand, (the “ Other Agreements ”), and has reviewed the benefits and burdens hereunder and thereunder. The Tribe’s Tribal Council, by approval of this Agreement and the Other Agreements, agrees that the Tribe shall not, and shall not cause, assist or cooperate with any agent or person, to initiate, solicit, facilitate or otherwise assist any effort to have any part of Manager’s or its Affiliate’s interests under this Agreement or any of the Other Agreements, individually or collectively, declared, treated or considered in violation of any federal, state or Tribal law, rule, resolution or ordinance, including, without limitation, that it constitutes or should be considered (i) “management contract” within the meaning of the Indian Gaming Regulatory Act (“IGRA”), (ii) a proprietary interest in any Tribal gaming activity or gaming operations, or (iii) the payment of any monies from the net revenues of gaming activities or gaming operations of the Tribe (rather than from the gross revenues of gaming activities or gaming operations of the Tribe) in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A) in particular and 25 U.S.C. Section 2710 generally, or the Tribe’s Constitution or any Tribal law, ordinance or resolution, including, without limitation, any Tribal gaming ordinance. The Tribe agrees that, if any person or governmental authority begins any action, proceeding, process or consideration of whether this Agreement, any Other Agreement or any interest hereunder or thereunder for any reason (i) constitutes a “management contract” within the meaning of IGRA, (ii) constitutes a proprietary interest in Tribal gaming activities or gaming operations, or (iii) constitutes payment of any monies from the net revenues of any Tribal gaming activities or gaming operation, rather than the payment of monies as operating expenses from the gross revenues of such Tribal gaming activity or gaming operation, (iii) is subject to a tax under applicable law, or (iv) is void, avoidable or violates applicable federal, state or Tribal law, the Tribe will vigorously object to any such characterization and will support and defend this Agreement and the Other Agreements, individually and collectively, as legal, valid and binding and (a) not constituting a “management contract,” (b) not creating any proprietary interest in Tribal gaming activities or gaming operations, and (c) not constituting the payment of any monies from the net revenues of gaming activities or gaming operations of the Tribe, rather than from the gross revenues of gaming activities or gaming operations of the Tribe, in each case, in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A) in particular and 25 U.S.C. Section 2710 generally, or the Tribe’s Constitution or any Tribal law, ordinance or resolution, including, without limitation, any Tribal gaming ordinance. Among other things, the Tribe agrees to appear before any court, agency or commission (or the staff thereof) of the United States and support and defend this Agreement and the Other Agreements in connection with any

Exhibit 9-68

action, proceeding or investigation (whether formal or informal) brought in respect of such matters. Notwithstanding the foregoing, nothing in this Section shall be construed to restrict the Tribe or the Enterprise from cooperating with an investigation conducted by the NIGC.

9.40 Stay, Extension and Usury Laws . To the extent permitted by applicable law, the Tribe, on behalf of itself and the Enterprises, covenants and agrees that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement, and the Tribe hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to Manager, but shall suffer and permit the execution of every such power as though no such law has been enacted. The Tribe represents and warrants that (i) the Tribe and its officers, on the one hand, have personal and business relationships with Manager and its officers, on the other hand, which have existed for over five years prior to the Effective Date of this Agreement, (ii) the Tribe and the members of its Tribal Council have the business or financial experience, capacity and acumen to protect the interests of the Tribe and its affiliates in connection with the transactions contemplated by this Agreement and the Transaction Documents, (iii) in preparing, negotiating, approving, executing and delivering this Agreement and the Transaction Documents, the Tribe has been represented by the law firm of Maier Pfeffer Kim & Geary, LLP, which has a bona fide attorney-client relationship with the Tribe, (iv) Maier Pfeffer Kim & Geary, LLP, acting as the Tribe’s professional advisors, has the business or financial experience, capacity and acumen to protect the interests of the Tribe in connection with the transactions contemplated by this Agreement and the Transaction Documents, (v) Maier Pfeffer Kim & Geary, LLP are not controlled, employed or compensated by, and do not intend to be controlled, employed or compensated by Manager or its affiliates, and (vi) this Agreement and the Transaction Documents have been provided to, and reviewed and commented upon by, the National Indian Gaming Commission prior to the Effective Date of this Agreement. The Tribe, on behalf of itself and the Enterprises, agrees not to take any position in any dispute or forum which is inconsistent with the representations and warranties set forth in this Section.

9.41 Rights and Obligations of the Authority . Notwithstanding any provision hereof to the contrary, in view of the assignment, allocation and delegation by the Tribe to the Authority of this Agreement pursuant to the terms of the Authority Statute, the Parties confirm that all rights, title, interest, duties and obligations of the Tribe hereunder are and shall be construed and interpreted as rights, title, interest, duties and obligations of the Authority; provided that, notwithstanding such assignment, the Tribe shall remain liable for the performance of its obligations hereunder and such assignment shall not constitute a novation of the Tribe with respect to such obligations.

ARTICLE 10

DISPUTE RESOLUTION

10.1 Disputes with Patrons . Disputes that arise between the Enterprise, the Tribe, Manager, any Affiliate of Manager, any Manager Employee or any Off-Site Manager Employee,

Exhibit 9-69

on the one hand, and any patron of the Facility, on the other hand, shall be resolved in accordance with the applicable Tribal ordinances.

10.3 Disputes Between the Tribe and Manager . Disputes (as defined in Article 1) shall be resolved by the following Dispute resolution process.

(c) The question of whether or not all or any portion of a Dispute is within the scope of, and is otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement shall be a matter for binding arbitration by the arbitrators, such question shall not be determined by any court and, in determining any such question, all doubts shall be resolved in favor of the Dispute and all portions thereof being within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement. The Parties intend that the issue of whether a Tribal Governmental Action constitutes a breach of contract, a tort or any other impairment of rights to constitute an issue which is within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement. In the event the arbitration panel determines that any issue in a Dispute is not within the scope of, and otherwise able to be arbitrated pursuant to, the arbitration provisions of this Agreement or otherwise declines jurisdiction over all or any portion of a Dispute, the remaining portion of the Dispute may be resolved in any court of competent jurisdiction.

Exhibit 9-70

(e) Discovery shall be permitted in accordance with the Federal Rules of Civil Procedure, subject to supervision as to scope and appropriateness by the arbitrators.

(g) Unless the Parties hereto otherwise agree in writing prior to the submission of such Dispute to arbitration, arbitration proceedings under this Section shall be held in San Francisco, California.

Exhibit 9-71

(p) Each of the Parties hereby waive the right to any jury trial in any action proceeding or claim relating to any Dispute.

ARTICLE 11

INTELLECTUAL PROPERTY MATTERS

Exhibit 9-72

Commercial Activities are being conducted under, or in association with, any of the Manager Marks.

11.2 Manager Proprietary Assets . This Agreement does not grant the Tribe or the Enterprise any rights to license or use (i) any foreign or U.S. patents or patent applications now or hereafter filed, owned or licensed by Manager or its Affiliates, or (ii) any proprietary assets now or hereafter developed, owned or licensed by Manager or its Affiliates.

11.4 Manager Proprietary Information . The Tribe and the Enterprise acknowledge and agree that Manager and its Affiliates currently own or license certain proprietary information, and may in the future develop, own or license additional proprietary information, which could be useful in the operation of the Enterprise (collectively, “Manager Proprietary Information”), including without limitation, the following: (i) certain proprietary information, techniques and methods of operating certain businesses and training employees in those businesses; and (ii) certain proprietary business plans, projections, strategies, and systems. The Tribe and the Enterprise further acknowledge and agree that such Manager Proprietary Information has been developed by Manager or its Affiliates and/or acquired over many years through the expenditure of time, money and effort and that Manager or its Affiliates maintain such Manager Proprietary Information as confidential information and as a trade secret(s). The Tribe and the Enterprise further acknowledge and agree that proprietary information owned or licensed by Manager or its Affiliates shall be considered “Manager Proprietary Information” for the purposes of this Agreement whether or not Manager or its Affiliates label or otherwise designate such information as confidential or proprietary information at the time it is provided to the Tribe or the Enterprise.

Exhibit 9-73

with Manager for similar software or proprietary information. Unless Manager or its Affiliate, on the one hand, and the Business Board, on the other hand, expressly agree otherwise in writing, the license or sublicense by Manager or its Affiliates to the Tribe or the Enterprise of Manager Software or Manager Proprietary Information shall be: (i) royalty-free; (ii) non-exclusive; (iii) for use only at the Facility; (iv) for use only by the Tribe or the Enterprise without any right to sublicense, disclose or distribute to any third party; (v) be for a term which does not extend beyond the date of the expiration or termination of this Agreement for any reason; and (vi) shall terminate upon the expiration or termination of this Agreement for any reason, after which date the Tribe and the Enterprise shall promptly discontinue use of such Manager Software and/or Manager Proprietary Information and shall return to Manager all copies thereof or documents, summaries or notes relating thereto.

11.6 Ownership Matters . The Tribe and the Enterprise acknowledge and agree that Manager or its Affiliates shall have the ownership and proprietary interest in any software or proprietary information which Manager, its Affiliates or any Manager Employees or Off-Site Manager Employees develop or cause to be developed during the term of this Agreement, including, without limitation, software and proprietary information which is intended to be used at the Facility or by the Enterprise, and that such software and proprietary information shall be considered to be “Manager Software” or “Manager Proprietary Information” for the purposes of this Agreement. Notwithstanding the foregoing, in the event any software or proprietary information is developed for use solely at the Facility or by the Enterprise, the Tribe shall be a co-owner of such software or proprietary information and any Party may use such software or proprietary information in any manner without requiring any notice, payment or accounting to the other Party. The Tribe and the Enterprise further agree as follows: (i) Manager, Manager’s Affiliates or their respective licensors, as the case may be, are the sole owners of Manager Software or Manager Proprietary (collectively, “Manager Intellectual Property”); (ii) the Tribe and the Enterprise shall not challenge or attack the validity of Manager’s or its Affiliates’ rights in Manager Intellectual Property; (iii) the Tribe and the Enterprise shall not assert that they have any ownership or other interest in any Manager Intellectual Property, except as a licensee or sublicencee thereof; (iv) the Tribe and the Enterprise shall take such actions and execute, deliver and file such agreements, acknowledgements and other documents as Manager may request in order to confirm and reaffirm Manager’s, Manager’s Affiliate’s or their respective licensors’ sole ownership or other rights in any Manager Intellectual Property, as the case may be; and (v) the Tribe and the Enterprise shall take reasonable actions to avoid causing or permitting anything within their control which may damage, endanger or reduce the value of any Manager Intellectual Property.

Exhibit 9-74

databases. Upon expiration or termination of this Agreement for any reason, Manager shall provide the Tribe and the Enterprise with a copy of the data in the Patron Database which is current through such date of expiration or termination in machine readable form and/or written form, at the election of the Tribe. After the date of expiration or termination of this Agreement for any reason, Manager may use the data in the Patron Database in any manner, and the Tribe and the Enterprise may use the data in the copy of such Patron Database provided by Manager to the Tribe and the Enterprise in any manner, without requiring any notice, payment or accounting to the other Party.

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]

Exhibit 9-75

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

“Tribe”		“Manager”

FEDERATED INDIANS OF		NP SONOMA LAND HOLDINGS
GRATON RANCHERIA,		LLC, a California limited liability
		company

a federally recognized
Indian tribe


By:	/s/ Greg Sarris	By:	/s/ Scott M Nielson
	Greg Sarris, Tribal Chair		Scott M Nielson, Secretary


ATTEST:

	/s/ Jeannette Anglin
	Jeannette Anglin, Tribal Secretary


“Authority”

GRATON ECONOMIC
DEVELOPMENT
AUTHORITY


By:	/s/ Greg Sarris
	Greg Sarris, President of the Board
	of Directors

[Signature Page to Amended and Restated Non-Gaming Management Agreement]

Exhibit 9-76

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated October 13, 2015, in the Amendment No. 1 to the Registration Statement (Form S-1/A No. 333-207397) and related Prospectus of Station Casinos Corp. for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Las Vegas, Nevada

November 20, 2015